Common use of Underwriters’ Warrants Clause in Contracts

Underwriters’ Warrants. In addition to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 a warrant (“Underwriter’s Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to four percent (4.0%) of the Securities sold in that Closing. Pursuant to the Underwriter’s Warrant agreement, in the form attached hereto as Exhibit B (the “Underwriter’s Warrant Agreement”), the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (180) days after the Closing Date it is issued and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock equal to one hundred twenty-five percent (125.0%) of the Purchase Price of the Securities in the Offering. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s 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 period of one hundred eighty (180) days following the 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 Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriters’ Warrants. In addition The Company hereby agrees to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 a warrant on the Closing Date (“Underwriter’s WarrantWarrants”) warrants for the purchase of an aggregate a number of shares of Common Stock of the Company ADSs equal to four six percent (4.06.0%) of the number of the sum of the Offered Securities sold issued in that Closing. Pursuant to the Offering (the “Underwriter’s Warrant agreementShares”), pursuant to a warrant in the form attached hereto as Exhibit B A, at an initial exercise price of $ (or 100% of the “public offering price per Firm Share). The Underwriter’s Warrant Agreement”)Warrants are exercisable upon the closing of the Offering for a period of five years from the date of commencement of sales of the Offering, the Underwriter’s Warrant shall be exercisableat any time, and from time to time, in whole or in part, commencing one hundred eighty (180) days after the Closing Date it is issued and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock equal to one hundred twenty-five percent (125.0%) of the Purchase Price of the Securities in the Offering. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) against transferring the Underwriter’s Warrant Agreement Warrants and the underlying shares of Common Stock Underwriter’s Warrant Shares during the one hundred eighty (180) days day period after the Effective Date commencement of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrants, 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 following the Effective Date commencement of sales in the Offering to anyone other than (i) an Underwriter 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 Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrants shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. In addition The Company hereby agrees to issue to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter Underwriters (and/or its designees) for $10.00 on a Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Ordinary Shares equal to 5% of the Underwritten Units (including the over-allotment option) on Closing Date (“Underwriter’s Underwriters’ Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to four percent (4.0%) of the Securities sold in that Closing). Pursuant to the Underwriter’s Warrant agreementThe Underwriterss Warrant, in the form attached hereto as Exhibit B (the “Underwriter’s Warrant Agreement”)B, the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty nine (1809) days after months from the Closing Date it is issued date of effectiveness of the Registration Statement and and expiring on the five-year third anniversary of from the Effective Date exercisable date at an initial exercise price per share of Common Stock equal to one hundred twenty-five percent 100% of the Per Unit Price (125.0%as defined below) of the Purchase Price of the Securities in the OfferingOffered Securities. The Underwriter’s Underwriters’ Warrant Agreement shall include a “cashless” exercise feature. The Underwriters understand and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrant Agreement and the underlying shares of Common Stock Ordinary Shares during the one hundred eighty (180) days after following the Effective Date date of effectiveness or commencement of sales of the Offering and by its acceptance thereof shall agree that it they will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesUnderwriters’ 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 such securities for a period of one hundred eighty (180) days following the Effective Date following the date of effectiveness or commencement of sales of the 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 circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or of any names and in such Underwriter or selected dealer; and only if any such transferee agrees to authorized denominations as the foregoing lock-up restrictionsUnderwriters may request.

Underwriters’ Warrants. In addition The Company hereby agrees to issue to the Selling Commission, Representative (and/or its permitted designees) on each a Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 a warrant or warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriter’s Underwriters’ Warrant”) for to purchase the purchase of an aggregate number of shares of Common Stock of the Company Ordinary Shares equal to four seven percent (4.07%) of the Securities sold in that Closing. Pursuant to the Underwriter’s Warrant agreementnumber of Firm Shares and Option Shares, if any, issued in the form attached hereto as Exhibit B Offering (the “Underwriter’s Warrant AgreementShares”), the Underwriter’s Warrant shall . The Underwriters’ Warrants will be exercisableexercisable at any time and from time to time, in whole or in part, during the five (5) year period commencing one hundred eighty six (1806) days after months from the Closing Date it is issued and expiring on the five-year anniversary commencement of sales of the Effective Date Offering, at an initial exercise price equal to 125% of the price per share of Common Stock equal to one hundred twenty-five percent (125.0%) of the Purchase Price of the Securities paid by investors in the Offering. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Underwriters’ Warrants and the underlying shares of Common Stock Warrant Shares during the one hundred eighty (180) days after the effective date (the “Effective Date Date”) of the Registration Statement (as defined below), and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesUnderwriters’ 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 following the Effective Date to anyone other than (i) an Underwriter the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ Warrants may be exercised as to all or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner lesser number of the Underwriter underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s Warrants holder’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this Offering in compliance with FINRA Rule 5110(g)(8)(C), and immediate and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The Underwriters’ Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, dividend, share split, merger or of any such Underwriter or selected dealer; and only if any such transferee agrees other structural transaction to the foregoing lock-up restrictionsprevent dilution.

Underwriters’ Warrants. In addition The Company hereby agrees to issue to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter Underwriters (and/or its designees) for $10.00 a warrant on the Closing Date and Option Closing Date warrants (“Underwriter’s WarrantWarrants”) for the to purchase of an aggregate such number of shares of Common Stock of the Company equal to four Class A Ordinary Shares representing five percent (4.05.0%) of the Securities sold in that Closingtotal number of Offered Securities. Pursuant to the The Underwriter’s Warrant agreementWarrants, in the form attached hereto as Exhibit B (the “Underwriter’s Warrant Agreement”)B, the Underwriter’s Warrant shall be exercisableexercisable at any time, and from time to time, in whole or in part, commencing one hundred eighty (180) days after from the Closing Date it is issued date of issuance and expiring on the five-three year anniversary of the Effective Date commencement of sales of the Offering at an initial exercise price per share of Common Stock $[●], which is equal to one hundred twenty-five percent (125.0%) 120% of the Purchase Price offering price of the Securities in the OfferingFirm Shares. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter Underwriters understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Warrants and the underlying shares of Common Stock Warrant Shares during the one hundred eighty (180) days after beginning on the Effective Date date of commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrants, 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 following beginning on the Effective Date date of commencement of sales of the 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 Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. The Underwriter’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 Underwriter’s Warrants will contain such other terms and conditions no less favorable to Underwriter than the term and conditions generally available to an unaffiliated third party under the same or similar circumstances.

Underwriters’ Warrants. In addition The Company hereby agrees to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 a warrant on the Closing Date (“Underwriter’s WarrantWarrants”) warrants for the purchase of an aggregate a number of shares of Common Stock of the Company ADSs equal to four six percent (4.06.0%) of the number of the sum of the Offered Securities sold issued in that Closing. Pursuant to the Offering (the “Underwriter’s Warrant agreementShares”), pursuant to a warrant in the form attached hereto as Exhibit B A, at an initial exercise price of $ (or 100% of the “public offering price per Firm Share). The Underwriter’s Warrant Agreement”)Warrants are exercisable upon the closing of the Offering for a period of three years from the date of commencement of sales of the Offering, the Underwriter’s Warrant shall be exercisableat any time, and from time to time, in whole or in part, commencing one hundred eighty (180) days after the Closing Date it is issued and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock equal to one hundred twenty-five percent (125.0%) of the Purchase Price of the Securities in the Offering. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) against transferring the Underwriter’s Warrant Agreement Warrants and the underlying shares of Common Stock Underwriter’s Warrant Shares during the one hundred eighty (180) days day period after the Effective Date commencement of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrants, 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 following the Effective Date commencement of sales in the Offering to anyone other than (i) an Underwriter 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 Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrants shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. In addition The Company hereby agrees to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 on each Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Ordinary Shares equal to 7% of the Offered Securities sold on such Closing Date (“Underwriter’s Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to four percent (4.0%) of the Securities sold in that Closing). Pursuant to the The Underwriter’s Warrant agreementWarrant, in the form attached hereto as Exhibit B (the “Underwriter’s Warrant Agreement”)B, the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (180) days after on the Closing Date it is issued date of issuance and expiring on the five-year anniversary from the effectiveness of the Effective Date Offering at an initial exercise price per share of Common Stock equal to one hundred twenty-five percent the Per Share Price (125.0%as defined below) of the Purchase Price of the Securities in the OfferingOffered Securities. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying shares of Common Stock Ordinary Shares (such shares, the “Warrant Shares”) during the one hundred eighty (180) days after following the Effective Date date of effectiveness or commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrant or the Warrant Shares, 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 following the Effective Date date of commencement of sales of the 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 circumstances listed under FINRA Rule 5110(e)(2). Delivery of the applicable Underwriter’s Warrants shall be made on the corresponding Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsmay request.

Underwriters’ Warrants. In addition The Company hereby agrees to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 on a Closing Date or Option Closing Date (as defined below), as applicable, a warrant to purchase a number of Units equal to 8% of the gross payment amount to be disbursed to the Company on a Closing Date or Option Closing Date for the Base Securities divided by the Purchase Price (“Underwriter’s Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to four percent (4.0%) of the Securities sold in that Closing). Pursuant to the The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit B A (the “Underwriter’s Underwriters’ Warrant Agreement”), the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty on the effective date of the Registration Statement (180the “Effective Date”) days after the Closing Date it is issued and expiring on the five-year anniversary of the Effective Date thereof at an initial exercise price of $[ ] per share of Common Stock Unit, which is equal to one hundred twenty-five percent (125.0%) 110% of the Purchase Price of the Securities in the OfferingOffered Securities. The Underwriter’s Warrant Agreement shall include a “cashless” exercise feature and shall include a provision for “piggy-back” registration rights until expiration or until the shares of Common Stock issuable upon exercise thereof underlying the warrant are hereinafter referred eligible for resale pursuant to together as the “Underwriter’s Securities.” an exemption from registration. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrant Agreement and the underlying common shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrant 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 following the Effective Date to anyone other than (i) an Underwriter underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such Underwriter underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. In addition to On the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter Representative (and/or its designees), warrants, in the form Exhibit C attached hereto (the “Underwriter’s Warrants”), for the purchase of up to an aggregate of [______] shares of Common Stock (which is equal to an aggregate of 7% of the Closing Shares sold on the Closing Date), (and, in the event that the Underwriters exercise the over-allotment option, on each Option Closing Date, the Company shall issue to the Representative (and/or its designees) for $10.00 a warrant (“Underwriter’s Warrant”) Warrants for the purchase of up to 7% of the Option Shares sold on the Option Closing Date (up to an aggregate number of [_______] shares of Common Stock if such over-allotment option is exercised in full), which Underwriter’s Warrants shall be registered in the name or names, and shall be in such denominations, as the Representative may request at least one (1) business day before the Closing Date and Option Closing Date, if any. The shares of the Company equal to four percent (4.0%) of the Securities sold in that Closing. Pursuant to Common Stock underlying the Underwriter’s Warrant agreement, in the form attached hereto Warrants are referred to herein as Exhibit B (the “Underwriter’s Warrant Agreement”), the Shares.” The Underwriter’s Warrant Warrants shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (180) days after from the commencement of sales of the Closing Date it is issued Shares and Option Shares, as applicable, and expiring on the fivethree-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $____, which is equal to one hundred twenty-five percent (125.0%) of the Closing Purchase Price of the Securities in the OfferingPrice. The Underwriter’s Warrant Agreement Representative understand and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees agree that there are significant lock-up restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Warrants and the underlying shares of Common Stock Underwriter’s Warrant Shares during the one hundred eighty (180) days after from the Effective Date commencement of sales of the Closing Shares and Option Shares, as applicable, and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrants, or any portion thereof, or have such securities 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 following from the Effective Date commencement of sales of the Closing Shares or Option Shares, as applicable, to anyone other than except (i) an by operation of law or by reason of reorganization of the Company; (ii) to the Representative or any Underwriter or a selected dealer FINRA member firm participating in the Offering, and the respective officers, partners, registered persons or affiliates thereof, if all such securities so transferred remain subject to the lock-up restriction in this Section 4(f) for the remainder of such time period, (iii) if the aggregate amount of securities of the Company held by the Representative or participating FINRA member firm do not exceed 1% of the Company’s securities being offered in connection with the Offeringoffering of Closing Shares, (iv) such securities are beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating FINRA member manages or otherwise directs investments by the fund, and participating FINRA members in the aggregate do not own more than 10% of the equity in the fund, (v) of an issuer that meets the registration requirements of Commission Forms S-3, F-3 or F-10, (vi) if such securities are considered non-convertible or non-exchangeable debt securities acquired in a transaction related to the offering and sale of the Closing Shares, (vii) if such securities are considered derivative instruments acquired in connection with a hedging transaction related to the offering and sale of the Securities and at a fair price, (viii) such securities were acquired in a transaction meeting the requirements of FINRA Rule 5110(d), (ix) such securities were received as underwriting compensation, and are registered and sold as part of a firm commitment offering, (x) such securities are “actively-traded” (as defined in Rule 101(c)(1) of Regulation M promulgated by the Commission), (xi) such securities are transferred or sold back to the Company in a transaction exempt from registration with the Commission, or (iixii) a bona fide officer or partner the exercise of the Underwriter or of any Underwriter’s Warrants, if such Underwriter or selected dealer; warrants and only if any such transferee agrees the Underwriter’s Warrant Shares remain subject to the foregoing lock-up restrictionsrestriction in this Section 2.3(a) for the remainder of such time period.

Underwriters’ Warrants. In addition The Company hereby agrees to issue to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter Representative (and/or its designees) for $10.00 a warrant (“Underwriter’s Warrant”) for on the Closing Date warrants to purchase of an aggregate such number of ordinary shares of Common Stock of the Company equal to four percent (4.0%) 6.5% of the Securities sold in that Closing. Pursuant gross payment amount to be disbursed to the Underwriter’s Company on Closing Date for the Placement Shares divided by the Purchase Price (“Underwriters’ Warrant”). The Underwriters’ Warrant agreement, in the form attached hereto as Exhibit B A (the “Underwriter’s Underwriters’ Warrant Agreement”), the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (180) days after from the Closing Date it is issued effective date of the Registration Statement and expiring on the fivetwo-year anniversary of the Effective Date thereof at an initial exercise price per ordinary share of Common Stock $6.00, which is equal to one hundred twenty-five percent (125.0%) 120% of the Purchase Price of the Securities in the OfferingPlacement Shares. The Underwriter’s Underwriters’ Warrant shall include a “cashless” exercise feature, and shall contain provisions for unlimited “piggyback” registration rights until expiration. The Underwriters’ Warrant Agreement and the ordinary shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Underwriters’ Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrant Agreement and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesUnderwriters’ 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 following the Effective Date to anyone other than (i) an Underwriter underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter Representative or of any such Underwriter underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Underwriters’ Warrants. In addition The Company hereby agrees to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 a warrant on the Closing Date (“Underwriter’s WarrantWarrants”) three-year warrants for the purchase of an aggregate a number of shares of Common Stock of the Company Underwritten Shares equal to four five percent (4.05.0%) of the Securities sold number of the sum of the Underwritten Shares issued in that Closing. Pursuant to the Offering (the “Underwriter’s Warrant agreementShares”), pursuant to a warrant in the form attached hereto as Exhibit B (the “Underwriter’s Warrant Agreement”)A, the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (180) days after the Closing Date it is issued and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock equal to one hundred twenty-five percent $ [ ] (125.0%) or 100% of the Purchase Price of the Securities in the Offeringpublic offering price per Underwritten Share). The Underwriter’s Warrant Agreement Warrants and the shares of Common Stock issuable upon exercise thereof Underwriter’s Warrant Shares are hereinafter collectively referred to together as the “Underwriter’s Securities.” and together with the Underwritten Shares, the “Securities”). The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Warrants and the underlying shares of Common Stock Underwriter’s Warrant Shares during the one hundred eighty (180) days day period after the Effective Date commencement of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrants, 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 following the Effective Date commencement of sales in the Offering to anyone other than (i) an Underwriter 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 Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrants shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. In addition The Company hereby agrees to issue to the Selling Commission, Underwriters (and/or their respective designees) on the Closing Date (as defined below) and each Option Closing Date, as the Company shall issue and sell case may be, warrants to the Underwriter (and/or its designees) for $10.00 a warrant (“Underwriter’s Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to four eight percent (4.08%) of the Securities sold in that Closingshares of common stock issued at such closing (the “Underwriters’ Warrants”). Pursuant to the Underwriter’s Warrant The Underwriters’ Warrants agreement, in the form attached hereto as Exhibit B A (the “Underwriter’s Warrant Underwriters’ Warrants Agreement”), the Underwriter’s Warrant shall be exercisableexercisable at any time and from time to time, in whole or in part, during the four and a half-year period commencing one hundred eighty (180) days six months after from the Closing Date it is issued and expiring on the five-year anniversary of the Effective Date Offering, at an initial exercise price of $[●] per share of Common Stock share, which is equal to one hundred twenty-five and ten percent (125.0110%) of the Purchase Price initial public offering price of the Securities in the OfferingFirm Shares issued at such closing. The Underwriter’s Warrant Agreement Underwriters’ Warrants and the shares of Common Stock common stock issuable upon exercise thereof of the Underwriters’ Warrants are hereinafter referred to together collectively as the “Underwriter’s Underwriters’ Securities.” The Underwriter understands Underwriters understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Underwriters’ Warrants and the underlying shares of Common Stock common stock during the one hundred eighty (180) days day period after the Effective Date effective date of the Registration Statement (as defined below) and by its their acceptance thereof shall agree that it they will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesUnderwriters’ 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 following the Effective Date effective date of the Registration Statement 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 Underwriter Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriters’ Warrants. In addition The Company hereby agrees to issue to the Selling Commission, Underwriters (and/or their designees) on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designeesas defined in Section 3(c) for $10.00 herein, a warrant to purchase a number of Ordinary Shares equal to 7% of the Underwritten Shares and Additional Shares sold on such Closing Date (“Underwriter’s Underwriters’ Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to four percent (4.0%) of the Securities sold in that Closing). Pursuant to the Underwriter’s Warrant agreementThe Underwriters’ Warrant, in the form attached hereto as Exhibit B (the “Underwriter’s Warrant Agreement”)B, the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (180) days after on the Closing Date it is issued date of issuance and expiring on the five-year anniversary from the commencement of sale of the Effective Date Offering at an initial exercise price per share of Common Stock equal to one hundred twenty-five percent 125% of the Per Share Price (125.0%as defined below) of the Purchase Price of the Securities in the OfferingOffered Securities. The Underwriter’s Underwriters’ Warrant Agreement shall include a “cashless” exercise feature. The Underwriters understand and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrant Agreement and the underlying shares of Common Stock Ordinary Shares (such shares, the “Warrant Shares”) during the one hundred eighty (180) days after following the Effective Date commencement of sales of the Offering and by its their acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesUnderwriters’ Warrant or Warrant Shares, 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 following the Effective Date commencement of sales of the 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 circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on each Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter or of any may request on such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsClosing Date.

Underwriters’ Warrants. In addition The Company hereby agrees to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 a warrant on each Closing Date, and Option Closing Date, respectively, non-redeemable warrants to purchase an amount equal to five and one-half (5.5%) percent of the aggregate number of the Placement Shares sold in the Offering and the Over-Subscription Shares (collectively the “Underwriter’s WarrantWarrants”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to four percent (4.0%) of the Securities sold in that Closing. Pursuant ), pursuant to the Underwriter’s Warrant agreement, Agreement in the form attached hereto as Exhibit B (the “Underwriter’s Warrant Agreement”), the Underwriter’s Warrant shall A. The Underwriter Warrants will be exercisable, in whole or in part, exercisable commencing one hundred eighty (180) days after the Closing Date it is issued commencement of sales of the Offering and expiring on until the five-year fifth anniversary of the Effective Date effective date of the Offering, at an initial exercise price per share of Common Stock $[____], which is equal to one hundred twenty-five percent (125.0%) 120% of the Purchase Price of the Securities Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the OfferingUnderwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and the shares of Common Stock common stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying shares of Common Stock common stock during the one hundred eighty (180) days after immediately following the Effective Date commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrant 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 Effective Date commencement of sales of the offering to anyone other than (i) an Underwriter underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such Underwriter underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. In addition The Company hereby agrees to issue to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter Representative (and/or its designees) for $10.00 a warrant (“Underwriter’s Warrant”) for on the Closing Date warrants to purchase of an aggregate such number of ordinary shares of Common Stock of the Company equal to four percent (4.0%) 4.5% of the Securities sold in that Closing. Pursuant gross payment amount to be disbursed to the Underwriter’s Company on Closing Date for the Placement Shares divided by the Purchase Price (“Underwriters’ Warrant”). The Underwriters’ Warrant agreement, in the form attached hereto as Exhibit B A (the “Underwriter’s Underwriters’ Warrant Agreement”), the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (180) days after from the Closing Date it is issued effective date of the Registration Statement and expiring on the fivetwo-year anniversary of the Effective Date thereof at an initial exercise price per ordinary share of Common Stock $12.00, which is equal to one hundred twenty-five percent (125.0%) 120% of the Purchase Price of the Securities in the OfferingPlacement Shares. The Underwriter’s Underwriters’ Warrant shall include a “cashless” exercise feature, and shall contain provisions for unlimited “piggyback” registration rights until expiration. The Underwriters’ Warrant Agreement and the ordinary shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Underwriters’ Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrant Agreement and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesUnderwriters’ 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 following the Effective Date to anyone other than (i) an Underwriter underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter Representative or of any such Underwriter underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Underwriters’ Warrants. In addition The Company hereby agrees to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 on a Closing Date or Option Closing Date (as defined below), as applicable, a warrant to purchase a number of Units equal to 1% of the gross payment amount to be disbursed to the Company on a Closing Date or Option Closing Date for the Base Securities divided by the Purchase Price (“Underwriter’s Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to four percent (4.0%) of the Securities sold in that Closing). Pursuant to the The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit B A (the “Underwriter’s Underwriters’ Warrant Agreement”), the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty on the effective date of the Registration Statement (180the “Effective Date”) days after the Closing Date it is issued and expiring on the five-year anniversary of the Effective Date thereof at an initial exercise price of $5.50 per share of Common Stock Unit, which is equal to one hundred twenty-five percent (125.0%) 110% of the Purchase Price of the Securities in the OfferingOffered Securities. The Underwriter’s Warrant Agreement shall include a “cashless” exercise feature and shall include a provision for “piggy-back” registration rights until expiration or until the shares of Common Stock issuable upon exercise thereof underlying the warrant are hereinafter referred eligible for resale pursuant to together as the “Underwriter’s Securities.” an exemption from registration. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrant Agreement and the underlying common shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrant 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 following the Effective Date to anyone other than (i) an Underwriter underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such Underwriter underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. In addition to On the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter Representative (and/or its designees) for $10.00 a warrant (“Underwriter’s Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to four percent (4.0%) of the Securities sold in that Closing. Pursuant to the Underwriter’s Warrant agreement), warrants, in the form Exhibit B attached hereto as Exhibit B (the “Underwriter’s Warrant AgreementWarrants”), for the purchase of up to an aggregate of 56,000 shares of Common Stock (which is equal to an aggregate of 7% of the Closing Shares sold on the Closing Date), which Underwriter’s Warrants shall be registered in the name or names, and shall be in such denominations as the Representative may request at least one (1) business day before the Closing Date. The shares of Common Stock underlying the Underwriter’s Warrants are referred to herein as the “Underwriter’s Warrant Shares.” The Underwriter’s Warrants shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (180) days after from the commencement of sales of the Closing Date it is issued Shares, and expiring on the fivethree-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $5.00, which is equal to one hundred twenty-five percent (125.0%) of the Purchase Price of the Securities in the Offeringper Share Closing public offering price. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter Representative understands and agrees that there are significant lock-up restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Warrants and the underlying shares of Common Stock Underwriter’s Warrant Shares during the one hundred eighty (180) days after from the Effective Date commencement of sales of the Closing Shares, and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrants, or any portion thereof, or have such securities 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 following from the Effective Date commencement of sales of the Closing Shares to anyone other than except (i) an by operation of law or by reason of reorganization of the Company; (ii) to the Representative or any Underwriter or a selected dealer FINRA member firm participating in the Offering, and the respective officers, partners, registered persons or affiliates thereof, if all such securities so transferred remain subject to the lock-up restriction in this Section 4(f) for the remainder of such time period, (iii) if the aggregate amount of securities of the Company held by the Representative or participating FINRA member firm do not exceed 1% of the Company’s securities being offered in connection with the Offeringoffering of Closing Shares, (iv) such securities are beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating FINRA member manages or otherwise directs investments by the fund, and participating FINRA members in the aggregate do not own more than 10% of the equity in the fund, (v) of an issuer that meets the registration requirements of Commission Forms S-3, F-3 or F-10, (vi) if such securities are considered non-convertible or non-exchangeable debt securities acquired in a transaction related to the offering and sale of the Closing Shares, (vii) if such securities are considered derivative instruments acquired in connection with a hedging transaction related to the offering and sale of the Securities and at a fair price, (viii) such securities were acquired in a transaction meeting the requirements of FINRA Rule 5110(d), (ix) such securities were received as underwriting compensation, and are registered and sold as part of a firm commitment offering, (x) such securities are “actively-traded” (as defined in Rule 101(c)(1) of Regulation M promulgated by the Commission), (xi) such securities are transferred or sold back to the Company in a transaction exempt from registration with the Commission, or (iixii) a bona fide officer or partner the exercise of the Underwriter or of any Underwriter’s Warrants, if such Underwriter or selected dealer; warrants and only if any such transferee agrees the Underwriter’s Warrant Shares remain subject to the foregoing lock-up restrictionsrestriction in this Section 2.3(a) for the remainder of such time period.

Underwriters’ Warrants. In addition The Company hereby agrees to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 on each Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Common Stocks equal to 5% of the Offered Securities sold on such Closing Date (“Underwriter’s Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to four percent (4.0%) of the Securities sold in that Closing). Pursuant to the The Underwriter’s Warrant agreementWarrant, in the form attached hereto as Exhibit B (the “Underwriter’s Warrant Agreement”)B, the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (180) days after on the Closing Date it is issued date of issuance and expiring on the five-year anniversary from the effectiveness of the Effective Date Offering at an initial exercise price per share of Common Stock equal to one hundred twenty-five percent 120% the Per Share Price (125.0%as defined below) of the Purchase Price of the Securities in the OfferingOffered Securities. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying shares of Common Stock Stocks (such shares, the “Warrant Shares”) during the one hundred eighty (180) days after following the Effective Date commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrant or the Warrant Shares, 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 following the Effective Date date of commencement of sales of the 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 circumstances listed under FINRA Rule 5110(e)(2). Delivery of the applicable Underwriter’s Warrants shall be made on the corresponding Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsmay request.

Underwriters’ Warrants. In addition The Company hereby agrees to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 a warrant (“Underwriter’s Warrant”) for the on each Closing Date, and Option Closing Date, respectively, warrants to purchase of an aggregate such number of Class A ordinary shares of Common Stock of the Company equal to four six percent (4.06%) of the Securities aggregate number of the Placement Shares and Over-Subscription Shares sold in that Closingthe offering (collectively “Underwriter’s Warrants”). Pursuant to the The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit B A (the “Underwriter’s Warrant Agreement”), the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (180) days after the on a Closing Date it is issued and expiring on the fivetwo-and-a-half-year anniversary of the Effective Date thereof at an initial exercise price per share of Common Stock equal to one hundred twenty-five percent (125.0%) of the Purchase Price of the Securities $[4.00]. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the OfferingUnderwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and the Class A ordinary shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying Class A ordinary shares of Common Stock during the one hundred eighty (180) days after immediately following the Effective Date commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrant 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 Effective Date commencement of sales of the offering to anyone other than (i) an Underwriter underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such Underwriter underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. In addition The Company hereby agrees to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 a warrant on each Closing Date, and Option Closing Date, respectively, non-redeemable warrants to purchase an amount equal to five and one-half (5.5%) percent of the aggregate number of the Placement Shares sold in the Offering and the Over-Subscription Shares (collectively the “Underwriter’s WarrantWarrants”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to four percent (4.0%) of the Securities sold in that Closing. Pursuant ), pursuant to the Underwriter’s Warrant agreement, Agreement in the form attached hereto as Exhibit B (the “Underwriter’s Warrant Agreement”), the Underwriter’s Warrant shall A. The Underwriter Warrants will be exercisable, in whole or in part, exercisable commencing one hundred eighty (180) days after the Closing Date it is issued of the Offering and expiring on until the five-year fifth anniversary of the Effective Date effective date of the Offering, at an initial exercise price per share of Common Stock $[____], which is equal to one hundred twenty-five percent (125.0%) 120% of the Purchase Price of the Securities Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the OfferingUnderwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and the shares of Common Stock common stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying shares of Common Stock common stock during the one hundred eighty (180) days after immediately following the Effective Date commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrant 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 Effective Date commencement of sales of the offering to anyone other than (i) an Underwriter underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such Underwriter underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. In addition to As additional compensation for the Selling Commission, on each Closing DateUnderwriter’s services, the Company shall issue and sell to the Underwriter or its designees at the closing of the offering warrants (and/or its designees) for $10.00 a warrant (the “Underwriter’s Warrant”) for the to purchase of an aggregate that number of the Company’s shares of Common Stock equal to 5.0% of the Company equal to four percent (4.0%) aggregate number of the Securities Closing Shares and Closing Pre-funded Warrants sold in that Closingthe offering. Pursuant to the The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit B (the “Underwriter’s Warrant Agreement”), the Underwriter’s Warrant shall will be exercisableexercisable at any time and from time to time, in whole or in part, during the period commencing one hundred eighty six (1806) days months after the Closing Date it is issued commencement of sales in the Public Offering and expiring on the five-year anniversary ending five (5) months after issuance, at a price per Share equal to 125.0% of the Effective Date at an initial exercise price Public Offering Price per share of Common Stock equal to one hundred twenty-five percent (125.0%) of the Purchase Price of the Securities in the OfferingUnit. The Underwriter’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are sometimes hereinafter referred to together collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying shares of Common Stock Share during the one hundred eighty (180) days -Calendar Day period after the Effective Date commencement of sales of the public offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not not, sell, transfer, assign, pledge or hypothecate the Underwriter’s 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 period of one hundred eighty (180) days 180 Calendar Days following the Effective Date commencement of sales of the public offering to anyone other than (iA) an the Underwriter or a selected dealer in connection with the Offering, or (iiB) a bona fide officer or partner of the Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. In addition The Company hereby agrees to issue to the Selling Commission, Underwriters (and/or their respective designees) on the Closing Date (as defined below) and each Option Closing Date, as the Company shall issue and sell case may be, warrants to the Underwriter (and/or its designees) for $10.00 a warrant (“Underwriter’s Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to four eight percent (4.08%) of the Securities sold in that Closingshares of common stock issued at such closing (the “Underwriters’ Warrants”). Pursuant to the Underwriter’s Warrant The Underwriters’ Warrants agreement, in the form attached hereto as Exhibit B A (the “Underwriter’s Warrant Underwriters’ Warrants Agreement”), the Underwriter’s Warrant shall be exercisableexercisable at any time and from time to time, in whole or in part, during the four and a half-year period commencing one hundred eighty (180) days six months after from the Closing Date it is issued and expiring on the five-year anniversary of the Effective Date Offering, at an initial exercise price of $[•] per share of Common Stock share, which is equal to one hundred twenty-five and ten percent (125.0110%) of the Purchase Price initial public offering price of the Securities in the OfferingFirm Shares issued at such closing. The Underwriter’s Warrant Agreement Underwriters’ Warrants and the shares of Common Stock common stock issuable upon exercise thereof of the Underwriters’ Warrants are hereinafter referred to together collectively as the “Underwriter’s Underwriters’ Securities.” The Underwriter understands Underwriters understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Underwriters’ Warrants and the underlying shares of Common Stock common stock during the one hundred eighty (180) days day period after the Effective Date effective date of the Registration Statement (as defined below) and by its their acceptance thereof shall agree that it they will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesUnderwriters’ 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 following the Effective Date effective date of the Registration Statement 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 Underwriter Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriters’ Warrants. In addition The Company hereby agrees to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 on a Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Ordinary Shares equal to 5% of the Underwritten Units (including the over-allotment option) on Closing Date (“Underwriter’s Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to four percent (4.0%) of the Securities sold in that Closing). Pursuant to the The Underwriter’s Warrant agreementWarrant, in the form attached hereto as Exhibit B (the “Underwriter’s Warrant Agreement”)B, the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty nine (1809) days after months from the Closing Date it is issued date of listing and expiring on the five-year third anniversary from the effectiveness of the Effective Date Offering at an initial exercise price per share of Common Stock equal to one hundred twenty-five percent 100% of the Per Unit Price (125.0%as defined below) of the Purchase Price of the Securities in the OfferingOffered Securities. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying shares of Common Stock Ordinary Shares during the one hundred eighty (180) days after following the Effective Date date of effectiveness or commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrant, 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 following the Effective Date following the date of effectiveness or commencement of sales of the 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 circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter’s Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsmay request.

Underwriters’ Warrants. In addition to the Selling Commission, on each the Closing Date and Additional Closing Date, the Company shall issue and sell to the Underwriter Representative (and/or its designees) for $10.00 a warrant (“Underwriter’s Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company (the “Underwriter Warrant Shares”) equal to four three percent (4.03.0%) of the Securities Shares sold in that Closing. Pursuant to the terms and conditions of the Underwriter’s Warrant agreementWarrant, in the form attached hereto as Exhibit B (the “Underwriter’s Warrant Agreement”)A, the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (180) days after the Closing Date or Additional Closing Date, as the case may be, after it is issued (the “Commencement Date”) and expiring on the five-year anniversary of the Effective Date of the Registration Statement at an initial exercise price per share of Common Stock equal to one hundred twenty-five percent (125.0%) of the Purchase Price of the Securities Shares in the Offering. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof Underwriter Warrant Shares are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter Each of the Underwriters understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 5110(g) against transferring the Underwriter’s Warrant Agreement and the underlying shares of Common Stock Securities during the one hundred eighty (180) days after immediately following the Effective Date and or the commencement of sales of the Shares, subject to certain limited exceptions pursuant to FINRA Rule 5110(g)(2), and, accordingly, by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s 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 period of one hundred eighty (180) days immediately following the Effective Date or commencement of sales of the Shares 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 Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions during such 180-day period.

Underwriters’ Warrants. In addition The Company hereby agrees to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 a warrant on the Closing Date (“Underwriter’s WarrantWarrants”) five-year warrants for the purchase of an aggregate a number of shares of Common Stock of the Company Underwritten Shares equal to four five percent (4.05.0%) of the Securities sold number of the sum of the Underwritten Shares issued in that Closing. Pursuant to the Offering (the “Underwriter’s Warrant agreementShares”), pursuant to a warrant in the form attached hereto as Exhibit B (the “Underwriter’s Warrant Agreement”)A, the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (180) days after the Closing Date it is issued and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock equal to one hundred twenty-five percent $ [ ] (125.0%) or 100% of the Purchase Price of the Securities in the Offeringpublic offering price per Underwritten Share). The Underwriter’s Warrant Agreement Warrants and the shares of Common Stock issuable upon exercise thereof Underwriter’s Warrant Shares are hereinafter collectively referred to together as the “Underwriter’s Securities.” and together with the Underwritten Shares, the “Securities”). The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Warrants and the underlying shares of Common Stock Underwriter’s Warrant Shares during the one hundred eighty (180) days day period after the Effective Date commencement of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrants, 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 following the Effective Date commencement of sales in the Offering to anyone other than (i) an Underwriter 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 Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrants shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. In addition The Company hereby agrees to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 on each Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Common Stocks equal to 10% of the Offered Securities sold on such Closing Date (“Underwriter’s Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to four percent (4.0%) of the Securities sold in that Closing). Pursuant to the The Underwriter’s Warrant agreementWarrant, in the form attached hereto as Exhibit B (the “Underwriter’s Warrant Agreement”)B, the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (180) days after on the Closing Date it is issued date of issuance and expiring on the five-year anniversary from the effectiveness of the Effective Date Offering at an initial exercise price per share of Common Stock equal to one hundred twenty-five percent 120% the Per Share Price (125.0%as defined below) of the Purchase Price of the Securities in the OfferingOffered Securities. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying shares of Common Stock Stocks (such shares, the “Warrant Shares”) during the one hundred eighty (180) days after following the Effective Date commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrant or the Warrant Shares, 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 following the Effective Date date of commencement of sales of the 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 circumstances listed under FINRA Rule 5110(e)(2). Delivery of the applicable Underwriter’s Warrants shall be made on the corresponding Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsmay request.

Underwriters’ Warrants. In addition The Company hereby agrees to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 on a Closing Date, as applicable, a warrant to purchase a number of Shares equal to 5% of the gross payment amount to be disbursed to the Company on a Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to four percent (4.0%) of the Securities sold in that Closing). Pursuant to the The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit B A (the “Underwriter’s Warrant Agreement”), the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (180) 180 days after from the Closing Date it is issued commencement date of the Offering and expiring on the fivethree-year anniversary of the Effective Date thereof at an initial exercise price of $[ ] per share of Common Stock share, which is equal to one hundred twenty-five percent (125.0%) 120% of the Purchase Price of the Securities in the OfferingOffered Securities. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrant Agreement and the underlying common shares of Common Stock during the one hundred eighty (180) days after the Effective Date commencement of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrant 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 following the Effective Date commencement date of the Offering to anyone other than (i) an Underwriter underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such Underwriter underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. In addition The Company hereby agrees to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 on each Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Ordinary Shares equal to 5% of the Underwritten Shares sold on such Closing Date (“Underwriter’s Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to four percent (4.0%) of the Securities sold in that Closing). Pursuant to the The Underwriter’s Warrant agreementWarrant, in the form attached hereto as Exhibit B (the “Underwriter’s Warrant Agreement”)B, the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (180) days after on the Closing Date it is issued date of issuance and expiring on the five-year anniversary from the effectiveness of the Effective Date Offering at an initial exercise price per share of Common Stock equal to one hundred twenty-five percent 125% the Per Share Price (125.0%as defined below) of the Purchase Price of the Securities in the OfferingUnderwritten Shares . The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying shares of Common Stock Ordinary Shares (such shares, the “Warrant Shares”) during the one hundred eighty (180) days after following the Effective Date date of effectiveness or commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrant or the Warrant Shares, 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 following the Effective Date date of commencement of sales of the 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 circumstances listed under FINRA Rule 5110(e)(2). Delivery of the applicable Underwriter’s Warrants shall be made on the corresponding Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsmay request.

Underwriters’ Warrants. In addition The Company hereby agrees to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 on a Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Ordinary Shares equal to 5% of the Underwritten Units (including the over-allotment option) on Closing Date (“Underwriter’s Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to four percent (4.0%) of the Securities sold in that Closing). Pursuant to the The Underwriter’s Warrant agreementWarrant, in the form attached hereto as Exhibit B (the “Underwriter’s Warrant Agreement”)B, the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty nine (1809) days after months from the Closing Date it is issued date of effectiveness of the Registration Statement and and expiring on the five-year third anniversary of from the Effective Date exercisable date at an initial exercise price per share of Common Stock equal to one hundred twenty-five percent 100% of the Per Unit Price (125.0%as defined below) of the Purchase Price of the Securities in the OfferingOffered Securities. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying shares of Common Stock Ordinary Shares during the one hundred eighty (180) days after following the Effective Date date of effectiveness or commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrant, 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 following the Effective Date following the date of effectiveness or commencement of sales of the 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 circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter’s Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsmay request.

Underwriters’ Warrants. In addition The Company hereby agrees to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 a warrant on each Closing Date, warrants to purchase such number of ordinary shares of the Company equal to five percent (5%) of the aggregate number of the Placement Shares sold in the offering (collectively “Underwriter’s Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to four percent (4.0%) of the Securities sold in that Closing). Pursuant to the The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit B A (the “Underwriter’s Warrant Agreement”), the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty six (1806) days months after the Closing Effective Date it is issued of the Registration Statement and expiring on the five-year anniversary of the Effective Date at an initial exercise price per ordinary share of Common Stock $_____, which is equal to one hundred twenty-five percent (125.0%) 120% of the Purchase Price of the Securities Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the OfferingUnderwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and the ordinary shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days after immediately following the Effective Date commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrant 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 Effective Date commencement of sales of the offering to anyone other than (i) an Underwriter underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such Underwriter underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. In addition The Company hereby agrees to issue to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter Underwriters (and/or its designees) for $10.00 on a Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Ordinary Shares equal to 5% of the Underwritten Units (including the over-allotment option) on Closing Date (“Underwriter’s Underwriters’ Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to four percent (4.0%) of the Securities sold in that Closing). Pursuant to the Underwriter’s Warrant agreementThe Underwriters’ Warrant, in the form attached hereto as Exhibit B (the “Underwriter’s Warrant Agreement”)A, the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty nine (1809) days after months from the Closing Date it is issued date of effectiveness of the Registration Statement and expiring on the five-year third anniversary of from the Effective Date exercisable date at an initial exercise price per share of Common Stock equal to one hundred twenty-five percent 100% of the Per Unit Price (125.0%as defined below) of the Purchase Price of the Securities in the OfferingOffered Securities. The Underwriter’s Underwriters’ Warrant Agreement shall include a “cashless” exercise feature. The Underwriters understand and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrant Agreement and the underlying shares of Common Stock Ordinary Shares during the one hundred eighty (180) days after following the Effective Date date of effectiveness or commencement of sales of the Offering and by its acceptance thereof shall agree that it they will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesUnderwriters’ 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 such securities for a period of one hundred eighty (180) days following the Effective Date following the date of effectiveness or commencement of sales of the 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 circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriter Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or of any names and in such Underwriter or selected dealer; and only if any such transferee agrees to authorized denominations as the foregoing lock-up restrictionsUnderwriters may request.

Underwriters’ Warrants. In addition The Company hereby agrees to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its designees) for $10.00 a warrant on the Closing Date an option (““ Underwriter’s WarrantWarrant ”) for the purchase of 5% of the Placement Shares sold in the Offering, for an aggregate number purchase price of shares of Common Stock of the Company equal to four percent (4.0%) of the Securities sold in that Closing$100.00. Pursuant to the The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit B A (the ““ Underwriter’s Warrant AgreementAgreement ”), the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (180) days after on the Closing Date it is issued and expiring on the five-year anniversary of the Effective Date thereof at an initial exercise price per share shares of Common Stock of $5.40, which is equal to one hundred twenty-five percent (125.0%) 120% of the Purchase Price initial public offering price of the Securities in the OfferingPlacement Shares. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the ““ Underwriter’s SecuritiesSecurities .” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrant 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 following the 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 Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. In addition The Company hereby agrees to the Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter Underwriters (and/or its their designees) for $10.00 on the Closing Date a warrant (the “Underwriter’s WarrantUnderwriters’ Warrants”) for the to purchase a total of an aggregate number of 96,000 shares of Common Stock representing 8% of the Company equal to four percent Common Stock Shares (4.0%) excluding the Option Shares), as set forth opposite their respective names on Schedule 1 attached hereto, for an aggregate purchase price of the Securities sold in that Closing$________. Pursuant to the Underwriter’s The Underwriters’ Warrant agreementagreements, in the form attached hereto as Exhibit B (the each, an “Underwriter’s Underwriter Warrant Agreement”), the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (on a date which is 180) -days after the Closing Effective Date it is issued and expiring on the five-year anniversary of a date which is no more than five (5) years from the Effective Date at an initial exercise price per Common Stock share of Common Stock equal to one hundred twenty-five percent (125.0%) of the Purchase Price of the Securities in the Offering$_____. The Underwriter’s Underwriter Warrant Agreement Agreements and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Underwriters’ Securities.” The Underwriter Each of the Underwriters understands and agrees that there are significant restrictions pursuant to FINRA Financial Industry Regulatory Authority (“FINRA”) Rule 5110 against transferring the Underwriter’s Underwriter Warrant Agreement Agreements and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Securitiesits Underwriter 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 following the 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 Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.