Common use of Underwriters’ Warrants Clause in Contracts

Underwriters’ Warrants. The Company has the corporate power and authority to issue the Underwriter’s Warrants (as defined in Section 4(f) below) and to perform its obligations thereunder. The Underwriter’s Warrants have been duly authorized and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Units to be issued upon exercise of the Underwriter’s Warrants (the “Warrant Units”) have been duly authorized and reserved for issuance, and when issued to the holder(s) of the Underwriter’s Warrants in accordance with the terms of the Underwriter’s Warrants against payment therefor, will be validly issued, fully paid and nonassessable. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) have been duly authorized and, when issued upon exercise of the Underwriter’s Warrants, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants (the “Underwriter Warrant Shares”) have been duly authorized and reserved for issuance and, upon issuance following exercise of the Underwriter’s Warrants and Embedded Underwriter’s Warrants, as the case may be, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have been duly registered in the Registration Statement.

Underwriters’ Warrants. The Company has the corporate power and authority hereby agrees to issue to the Underwriter’s Warrants Underwriter (as defined in Section 4(fand/or its designees) below) and on the Closing Date warrants to perform its obligations thereunderpurchase such number of ordinary shares of the Company equal to 7% of the gross payment amount to be disbursed to the Company on Closing Date for the Securities divided by the Purchase Price (“Underwriters’ Warrant”). The Underwriter’s Warrants have been duly authorized and constitute valid and binding obligations of the CompanyUnderwriters’ Warrant agreement, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Units to be issued upon exercise of the Underwriter’s Warrants form attached hereto as Exhibit A (the “Underwriters’ Warrant UnitsAgreement”) have been duly authorized and reserved for issuance), and when issued to shall be exercisable, in whole or in part, commencing on the holder(s) 181st day from the effective date of the Underwriter’s Warrants in accordance with the terms of the Underwriter’s Warrants against payment therefor, will be validly issued, fully paid and nonassessable. The Warrants underlying the Warrant Units Registration Statement (the “Embedded Underwriter’s WarrantsEffective Date”) have been duly authorized andand expiring on the five-year anniversary thereof at an initial exercise price per ordinary share of $5.00, when issued upon exercise which is equal to 100% of the Underwriter’s Warrants, will constitute valid and binding obligations Purchase Price of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generallySecurities. The Underwriters’ Warrant shall include a “cashless” exercise feature, and shall contain provisions for “piggyback” registration rights until expiration or until the shares underlying the warrants are eligible for resale pursuant to an exemption from registration. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrant Agreement and the underlying ordinary shares during the one hundred eighty (B180) as enforceability days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrant Agreement, or any portion thereof, or be the subject of any indemnification hedging, short sale, derivative, put or contribution provision may be limited under the federal and state securities laws call transaction that would result in the United States. The Common Shares underlying effective economic disposition of such securities for a period of one hundred eighty (180) days following the Warrant Units and Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the Embedded Underwriter’s Warrants Offering, or (the “Underwriter Warrant Shares”ii) have been duly authorized and reserved for issuance and, upon issuance following exercise a bona fide officer or partner of the Underwriter’s Warrants Underwriter or of any such underwriter or selected dealer; and Embedded Underwriter’s Warrants, 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 case Underwriter may be, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have been duly registered in the Registration Statementrequest.

Underwriters’ Warrants. (A) Issue to the Underwriter (and/or its designees) warrants to purchase that number of shares of Class A Common Stock equal to (i) a total of eight percent (8%) of the Shares sold to Investors directly or indirectly introduced to the Company by or through the Underwriter (adjusted upward to the nearest whole share) and (ii) four percent (4%) of the Shares sold to Investors not indirectly or indirectly introduced to the Company by or through the Underwriter (adjusted upward to the nearest whole share) (the "Underwriter's Warrants"). The Company has Underwriter's Warrants shall be in the corporate power and authority form of Exhibit C attached hereto. The Underwriter's Warrants shall have an exercise price per share equal to issue one hundred twenty five percent (125%) of the Underwriter’s Warrants offering price per Share (the "Exercise Price") as shown on the cover page of the Amended Final Offering Circular (as defined in Section 4(f) below) and shall be exercisable via cashless exericise in the event the shares underylying the Underwriter's Warrants (the "Warrant Shares") are not registered pursuant to perform its obligations thereunderan effective registration statement under the Securities Act. The Underwriter’s 's Warrants will be exercisable for a term of five years beginning on the date that is six months from date of issuance (the "Issue Date"). (B) If at any time following six months of the Issue Date, the closing price of the Common Stock is equal to or greater than one hundred twenty five percent (125%) of the Exercise Price of the Underwriter's Warrants for a period of seven (7) consecutive trading days, the Company shall have been duly authorized and constitute valid and binding obligations the right to require the holder thereof to exercise all or a portion of the Underwriter's Warrants by a stipulated deadline which shall not be later than ten business days after the ih trading day. In the event the Underwriter does not exercise the required portion of the Underwriter's Warrants by the stipulated deadline set forth by the Company, enforceable against the unexercised portion thereof shall be forfeited. Notwithstanding the foregoing however, the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting not require the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Units Underwriter's Warrants to be issued upon exercise of unless the Underwriter’s Warrants (the “Warrant Units”) Shares have been duly authorized and reserved registered for issuance, and when issued resale pursuant to the holder(s) of the Underwriter’s Warrants in accordance with the terms of the Underwriter’s Warrants against payment therefor, will be validly issued, fully paid and nonassessable. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) have been duly authorized and, when issued upon exercise of the Underwriter’s Warrants, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants (the “Underwriter Warrant Shares”) have been duly authorized and reserved for issuance and, upon issuance following exercise of the Underwriter’s Warrants and Embedded Underwriter’s Warrants, as the case may be, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions an effective registration statement under the Securities Act or such Warrant Shares may be immediately resold by the holder hereof after exercise pursuant to Rule 144, or successor exemption, under the Securities Act. (C) The Underwriter understands and any applicable state securities laws). The offering and issuance of agrees that there are significant restrictions pursuant to Financial Industry Regulatory Authority ("FINRA") Rule 5110 against transferring the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s 's Warrants and the Underwriter Warrant Shares underlying shares of Common Stock during the one hundred eighty (collectively180) days after the Issue Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the “Underwriter Securities”) have been duly registered Underwriter's Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the Registration Statementeffective economic disposition of such securities for a period of one hundred eighty (180) days following the Issue Date to anyone other than (i) an underwriter or selected dealer in connection with the offering contemplated hereby or (ii) a bona fide officer or partner of the Underwriter or of any underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriters’ Warrants. The Company has the corporate power and authority hereby agrees to issue to the Underwriter (and/or its designees) on each Closing Date, warrants to purchase such number of Class A ordinary shares of the Company equal to six percent (6%) of the aggregate number of the Placement Shares sold in the offering (the “Underwriter’s Warrants”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a Closing Date and expiring on the two-and-a-half-year anniversary thereof at an exercise price of $[4.00]. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and Class A ordinary shares 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 Warrants and the underlying Class A ordinary shares during the one hundred eighty (as defined in Section 4(f180) below) and to perform its obligations thereunder. The Underwriter’s Warrants have been duly authorized and constitute valid and binding obligations days immediately following the commencement of sales of the Companyoffering and by its acceptance thereof shall agree that it will not sell, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcytransfer, insolvencyassign, reorganization pledge or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Units to be issued upon exercise of the Underwriter’s Warrants (the “Warrant Units”) have been duly authorized and reserved for issuance, and when issued to the holder(s) of the Underwriter’s Warrants in accordance with the terms of the Underwriter’s Warrants against payment therefor, will be validly issued, fully paid and nonassessable. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) have been duly authorized and, when issued upon exercise of hypothecate the Underwriter’s Warrants, will constitute valid and binding obligations of or any portion thereof, or let the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants 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 “Underwriter Warrant Shares”) have been duly authorized commencement of sales of the offering to anyone other the acceptable persons set forth in FINRA Rule 5110(g)(2)(A); and reserved for issuance and, upon issuance following exercise only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrants Warrant Agreement shall be made on the Closing Date and Embedded Underwriter’s Warrants, shall be issued in the name or names and in such authorized denominations as the case Underwriter may be, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have been duly registered in the Registration Statementrequest.

Underwriters’ Warrants. On the Closing Date, the Company shall issue to the Representative (and/or its designees), warrants, in the form Exhibit D 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 6% of the Closing Securities 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) Underwriter’s Warrants for the purchase of up to 6% of the Option Securities sold on the Option Closing Date (up to an aggregate 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 Company has the corporate power and authority to issue 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 from the commencement of sales of the Closing Securities and Option Securities, as applicable, and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[ ], which is equal to the Unit Purchase Price. The Representative understands and agrees that there are significant lock-up restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants and the Underwriter’s Warrant Shares during the one hundred eighty (180) days from the commencement of sales of the Closing Securities and Option Securities, as applicable, and by its acceptance thereof agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrants, 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 from the commencement of sales of the Closing Securities or Option Securities, as applicable, to anyone except (i) by operation of law or by reason of reorganization of the Company; (ii) to the Representative or any Underwriter or 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 offering of Closing Securities, (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 Securities, (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 Section 4(fRule 101(c)(1) belowof Regulation M promulgated by the Commission), (xi) and such securities are transferred or sold back to perform its obligations thereunder. The Underwriter’s Warrants have been duly authorized and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Units to be issued upon exercise of the Underwriter’s Warrants (the “Warrant Units”) have been duly authorized and reserved for issuance, and when issued to the holder(s) of the Underwriter’s Warrants in accordance a transaction exempt from registration with the terms of Commission, or (xii) the Underwriter’s Warrants against payment therefor, will be validly issued, fully paid and nonassessable. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) have been duly authorized and, when issued upon exercise of the Underwriter’s Warrants, will constitute valid if such warrants and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants (the “Underwriter Warrant Shares”) have been duly authorized and reserved for issuance and, upon issuance following exercise of the Underwriter’s Warrants and Embedded Underwriter’s Warrants, as Warrant Shares remain subject to the case may be, will be validly issued, fully paid and nonlock-assessable, and up restriction in this Section 2.3(a) for the issuance remainder of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have been duly registered in the Registration Statementtime period.

Underwriters’ Warrants. The Company has On the corporate power and authority to issue the Underwriter’s Warrants Closing Date (as defined in Section 4(fherein), the Company shall further issue and sell to you or, at your direction, to your bona fide officers and directors, warrants entitling the holders thereof to purchase 75,000 shares of Common Stock (the "Underwriter's Warrants") below) and to perform its obligations thereunderfor a purchase price of $.001 per Underwriter's Warrant. The Underwriter’s 's Warrants are exercisable at any time during the five year period commencing on the effective date of the Registration Statement (the "Term"), at a price of $6.00 per share (i.e., 120% of the public offering price). For a period of one (1) year after the effective date of the Registration Statement, the Underwriter's Warrants and underlying securities may not be sold, assigned, transferred, pledged or hypothecated except to officers of the Underwriter or members of the selling group. Such transfers will only be made if they do not violate the registration provisions of the Securities Act. The total number of Underwriter's Warrants which may be purchased will be ten percent (10%) of the number of Firm Shares sold in the offering. The Underwriter's Warrants shall contain terms and provisions as set forth more particularly in the Underwriter's Warrant Agreement including, but not limited to, provisions protecting the holders against dilution by reason of the issuance of securities below the exercise price, stock dividends, stock splits, combinations, recapitalizations, mergers and consolidations or otherwise and such other terms as are agreed upon by the Company and you. As provided in the Underwriter's Warrant Agreement, you may designate that the Underwriter's Warrants be issued in varying amounts directly to your officers and not the Underwriters, and to other underwriters, if any, and their designees. Such designation will be made by you only if you determine that such issuances would not violate the interpretation of the Board of Governors of the NASD relating to the review of corporate financing arrangements. At any time during the Term, other than at a time when the Warrant Securities (as defined below) are already covered for sale or resale by an effective and current registration statement that permits the method of distribution desired by the holders thereof, the Underwriters or the then holders of a majority of the then outstanding Underwriters' Warrants and shares of Common Stock issued upon the exercise of the Underwriters' Warrants (collectively, the "Warrant Securities"), shall have been duly authorized the right to require the Company (i) to prepare and constitute valid file with the Commission up to two new registration statements under the Securities Act (or, in lieu of either, a post-effective amendment or amendments to the Registration Statement, if then permitted under the Securities Act), covering all or any portion of the Warrant Securities and binding obligations to use its best efforts to obtain promptly and maintain the effectiveness thereof for at least one hundred twenty (120) days and (ii) to register or qualify the subject Warrant Securities for sale in up to ten (10) states identified by the Underwriters or such holders. The Company shall bear all expenses, other than expenses of the Underwriter counsel, incurred in the preparation and filing of the first such registration statement or post-effective amendment (and related state registrations, to the extent permitted by applicable law) and the furnishing of copies of the preliminary and final prospectus thereof to the Underwriters or such holders of Warrant Securities. The expenses of any second such registration statement or post-effective amendment (and matters attendant thereto) shall be borne by the Underwriters or the holders requiring the same. In addition, if at any time during the five years after the effective date of the Registration Statement, the Company shall prepare and file one or more post-effective amendments to the Registration Statement, or new registration statements under the Securities Act, with respect to a public offering of equity or debt securities of the Company, enforceable against or of any such securities of the Company held by its shareholders, the Company will include in accordance with their terms except (A) any such post-effective amendment such information as such enforceability may be limited required to permit a public offering of the Warrant Securities held by applicable bankruptcy, insolvency, reorganization the Underwrites and their designees or similar laws of general applicability affecting the rights of creditors generallytransferees or will include in any such new registration statement such information as is required, and (B) such number of Warrant Securities held by the Underwriters and its designees or transferees as enforceability of any indemnification or contribution provision may be limited under requested, to permit a public offering of the federal and state securities laws Warrant Securities so requested; provided, however, that if, in the United States. The Units to be issued upon exercise of the Underwriter’s Warrants (the “Warrant Units”) have been duly authorized and reserved for issuance, and when issued to the holder(s) of the Underwriter’s Warrants in accordance with the terms of the Underwriter’s Warrants against payment therefor, will be validly issued, fully paid and nonassessable. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) have been duly authorized and, when issued upon exercise of the Underwriter’s Warrants, will constitute valid and binding obligations written opinion of the Company's managing underwriter, enforceable against if any, for such offering, the inclusion of the Warrant Securities requested to be registered, when added to the securities being registered by the Company, will exceed the maximum amount of the Company's securities which can be marketed without otherwise materially and adversely affecting the entire offering, then the Company may exclude from such offering all or any portion of the Warrant Securities requested to be so registered, but only if no securities are included in accordance such post-effective amendment or registration statement other than securities being sold for the account of the Company. Each holder of Warrant Securities for the account of which any such securities are included in such registration statement shall agree, if requested by the Company with their terms except (A) as such enforceability respect to an offering by the Company of its own securities, not to sell any other shares of Common Stock or securities through which Common Stock may be limited acquired, for a period of 90 days after the effective date of such post-effective amendment or new registration statement; provided that in no event shall the restriction imposed on such holders be greater than those required of other selling shareholders. The Company shall bear all fees and expenses incurred by applicable bankruptcy, insolvency, reorganization it in connection with the preparation and filing of such post-effective amendment or similar laws of general applicability affecting new registration statement. In the rights of creditors generally, and (B) as enforceability event of any indemnification such proposed registration, the Company shall furnish the then holders of outstanding Warrant Securities with not less than thirty (30) days' written notice prior to the proposed date of filing of such post-effective amendment or contribution provision may new registration statement. Such notice shall continue to be limited under given by the federal and state securities laws in Company to such holders of outstanding Warrant Securities until such time as all of the United StatesWarrant Securities have been registered. The Common Shares underlying holders of the Warrant Units and Securities shall exercise the Embedded Underwriter’s Warrants "piggy-back" rights provided for herein by giving written notice, within twenty (the “Underwriter Warrant Shares”20) have been duly authorized and reserved for issuance and, upon issuance following exercise days of receipt of the Underwriter’s Company's notice of its intention to file a post-effective amendment or new registration statement. The Underwriters' Warrants and Embedded Underwriter’s Warrants, as shall be transferable after one year from the case may be, will be validly issued, fully paid and non-assessable, and effective date of the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer Registration Statement pursuant to available exemptions from registration (except for applicable transfer restrictions if not otherwise covered by an effective registration statement) under the Securities Act and any applicable state securities laws). The offering and issuance Act, provided, however, that the Underwriters' Warrant may not be transferred to a direct competitor of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and Company without the Underwriter Warrant Shares (collectivelyCompany's prior written consent. Further, the “Underwriter Securities”) have been duly registered in the Registration StatementUnderwriters will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or otherwise necessary to make any such statement therein not misleading.

Underwriters’ Warrants. The In consideration of the agreement of the Underwriter to act as Underwriter, and upon payment of a purchase price of $100.00, on the First Closing Date the Company has the corporate power will issue and authority deliver to issue the Underwriter’s , for its account, the Underwriter's Warrants to purchase Shares in an amount equal to ten percent (as defined 10%) of the number of Firm Shares purchased by the Underwriter in Section 4(f) below) and to perform its obligations thereunderthe offering. The Underwriter’s 's Warrants shall be issued on the First Closing Date and shall be dated as of the Effective Date. The Underwriter's Warrants shall be exercisable commencing one year after the Effective Date and for a period of five years after the Effective Date at a price equal to 120% of the Price to Public per Share set forth on the cover page of the Prospectus. As to other terms, the Underwriter's Warrants shall be in form and substance substantially the same as APPENDIX B hereto. The Company represents and warrants that the Underwriter's Warrants have been duly authorized and, when granted and constitute valid delivered in accordance with the terms hereof, will be valid, binding and binding enforceable obligations of the Company, enforceable against except insofar as indemnification and contribution provisions may be limited by applicable law or the Company in accordance with their terms public policies underlying such law and except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent conveyance or similar laws of relating to or affecting creditors' rights generally or by general applicability affecting equitable principles; the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Units to be issued Warrant Shares issuable upon exercise of the Underwriter’s 's Warrants (the “Warrant Units”) have been duly authorized and reserved for issuance, issuance upon exercise; and when issued to upon receipt by the holder(s) Company of the Underwriter’s Warrants consideration for such securities in accordance with the terms of the Underwriter’s Warrants against payment therefor's Warrants, will be validly issued, fully paid and nonassessable. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) Shares shall have been duly authorized and, when issued upon exercise of the Underwriter’s Warrants, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants (the “Underwriter Warrant Shares”) have been duly authorized and reserved for issuance and, upon issuance following exercise of the Underwriter’s Warrants and Embedded Underwriter’s Warrants, as the case may be, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have been duly registered in the Registration Statement.

Underwriters’ Warrants. The Company has (a) In order to induce the corporate power and authority Underwriters to issue the Underwriter’s Warrants (as defined in Section 4(f) below) and to perform its obligations thereunder. The Underwriter’s Warrants have been duly authorized and constitute valid and binding obligations of enter into this Agreement, the Company, enforceable against for consideration of $0.001 per warrant, shall execute and deliver to the Representative 60,000 five-year warrants (the "Underwriters' Warrants") to purchase 60,000 Units at an exercise price per Underwriters' Warrant equal to 120% of the public offering price of the Firm Units. Execution and delivery of the Underwriters' Warrants shall be made to the Representative at the Closing on the Closing Date. The Underwriters' Warrants shall be registered in the name of any underwriter or any officer thereof or any member of the selling group as specified by the Representative in writing to the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting at least two days before the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United StatesClosing Date. The Units cost of original issue tax stamps, if any, in connection with the execution and delivery of the Underwriters' Warrants shall be borne by the Company. (b) The term "Underwriters' Underlying Securities" shall include all Common Stock and Common Stock purchase warrants to be issued upon the exercise of Underwriters' Warrants. The Underwriters' Warrants shall not be redeemable by the Company and shall provide for adjustments in the number of shares of Underwriters' Underlying Securities into which such warrants may be exercised and to the exercise price thereof in order to prevent dilution in the event of subsequent splits, consolidations, mergers or other actions affecting the Common Stock. The Company shall reserve and at all times have available a sufficient number of shares of its Common Stock to be issued upon the exercise of the Underwriter’s Underwriters' Warrants or upon the exercise of the Underwriters' Underlying Securities. The Company shall not call for redemption or redeem any of the Underwriters' Underlying Securities prior to commencement of the Warrant Exercise Term, as defined herein, and then only upon such terms and provisions for notice as are applicable to redemption of the Securities sold in the offering. (c) The Company and the Representative agree that the Representative may designate that the Underwriters' Warrants be issued in varying amounts directly to itself, other underwriters, their respective officers or to members of the selling group. However, such 24 designation will only be made by the Representative if it determines and substantiates to the Company that such issuance will not violate the applicable rules of the NASD. The Representative and the Company agree that any transfers of the Underwriters' Warrants will only be made if they do not violate the registration provisions of the Act. (d) The Underwriters' Warrants may not be exercised or transferred (except as set forth in section (c) above) during the 12-month period following the Effective Date. Thereafter, until the fifth anniversary of the Effective Date (the “"Warrant Units”Exercise Term"), the Underwriters' Warrants shall be exercisable at the exercise price set forth in Section 11(a) have been duly authorized and reserved for issuance, and when issued to the holder(s) of the Underwriter’s Warrants in accordance with the terms of the Underwriter’s Underwriters' Warrants. If any of the Underwriters' Warrants against payment thereforare not exercised by 5:00 p.m. EST on the fifth anniversary of the Effective Date, will be validly issuedall such Underwriters' Warrants remaining unexercised shall expire. (e) At any time during the Warrant Exercise Term, fully paid the Representative or the holders of a majority of the Underwriters' Warrants, acting together, shall have the right to demand on one occasion that the Company (and nonassessablethe Company shall) prepare and file one Post- Effective Amendment to the Registration Statement or prepare and file a new registration statement, if then required under the Act, registering or qualifying for distribution to the public the Underwriters' Warrants, Underwriters' Underlying Securities and Common Stock issued or issuable upon exercise thereof. The Warrants underlying Company shall bear all expenses incurred in preparation and filing of any Post-Effective Amendment to the Warrant Units Registration Statement or new registration statement to be filed pursuant to this Section 11(e) including, without limitation, attorneys' fees, accounting and auditing fees, and printing and mailing expenses. The Company shall cause any such filing to remain effective for not less than ninety (90) days. (f) If at any time before the “Embedded Underwriter’s seventh anniversary of the Effective Date, the Company shall prepare and file one or more Post-Effective Amendments to the Registration Statement (which for purposes of this Section 11 shall include filings on Form 1-A under the 1934 ▇▇▇) ▇▇ any new registration statement under the Act, in connection with any actual or planned distribution of equity or debt securities of the Company (including "shelf registrations" pursuant to Rule 415 of the Act), or in connection with actual or planned distributions of equity or debt securities previously issued by the Company to be sold by holders thereof, the Company shall include or cause to be included therein for registration or qualification for distribution the Underwriters' Warrants”, all issued and unissued Underwriters' Underlying Securities and all Common Stock issued or issuable upon exercise thereof. (g) have been duly authorized andNot less than thirty (30) days prior to the earlier of the proposed or actual filing date of any Post-Effective Amendment to the Registration Statement or any new registration statement as to which holders of Underwriters' Warrants, when Underwriters' Underlying Securities or Common Stock issued upon conversion thereof have piggyback registration rights pursuant to Section 11(f), the Company shall give written notice of such filing to each holder thereof. The Company's obligation to provide such written notice shall continue until the later of (i) registration of all Underwriters' Warrants, Underwriters' Underlying Securities and Common Stock issued or issuable upon exercise thereof, or (ii) the seventh anniversary of the Underwriter’s Warrants, will constitute valid and binding obligations Effective Date. Within not more than twenty (20) days following receipt of any such notice from the Company, enforceable against holders of 25 Underwriters' Warrants and Underwriters' Underlying Securities shall give written notice to the Company of the quantity and description of securities that such holder wishes to be registered or qualified for distribution under the proposed Post-Effective Amendment to the Registration Statement or new registration statement. The Company shall bear all expenses and fees incurred in accordance connection with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, preparation and (B) as enforceability filing of any indemnification Post-Effective Amendment to the Registration Statement or contribution provision may be limited under the federal and state securities laws in the United Statesany new registration statement. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants Company shall cause any such filing to remain effective for not less than ninety (the “Underwriter Warrant Shares”90) have been duly authorized and reserved for issuance and, upon issuance following exercise of the Underwriter’s Warrants and Embedded Underwriter’s Warrants, as the case may be, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have been duly registered in the Registration Statementdays.

Underwriters’ Warrants. The Company has form of the corporate power certificate representing Underwriter's Warrants (and authority the form of election to issue purchase shares of Preferred Stock upon the exercise of Underwriter's Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in Exhibit "A" to the Warrant Agreement. Each Underwriter's Warrant shall entitle the Holder to purchase one fully paid and non-assessable share of Preferred Stock at an initial purchase price of $16.00 per share from ______________, 1999 until 5:00 P.M. New York time on _____________, 2003 at which time the Underwriter’s 's Warrants (as defined in Section 4(f) below) and to perform its obligations thereundershall expire. The Underwriter’s Warrants have been duly authorized and constitute valid and binding obligations exercise price of the Company, enforceable against Underwriter's Warrants and the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws number of general applicability affecting shares of Preferred Stock issuable upon the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Units to be issued upon exercise of the Underwriter’s 's Warrants (are subject to adjustment, whether or not the “Warrant Units”) Underwriter's Warrants have been duly authorized exercised, in the manner and reserved for issuanceupon the occurrence of the events set forth in Section 8 of the Warrant Agreement, which is hereby incorporated herein by reference and when issued made a part hereof as if set forth in its entirety herein. Subject to the holder(s) provisions of this Agreement and upon issuance of the Underwriter’s Warrants 's Warrants, each registered holder of such Underwriter's Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully paid and non-assessable shares of Preferred Stock (subject to adjustment as provided herein and in the Warrant Agreement), free and clear of all preemptive rights of stockholders, provided that such registered holder complies with the terms governing exercise of the Underwriter's Warrant set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Underwriter’s Warrants against payment therefor, will be validly issued, fully paid and nonassessableWarrant Agreement. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) have been duly authorized and, when issued upon Upon exercise of the Underwriter’s 's Warrants, will constitute valid the Company shall forthwith issue to the registered holder of any such Underwriter's Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Preferred Stock so purchased. Except as otherwise provided herein and binding obligations in Section 6.1 hereof, the Underwriter's Warrants shall be governed in all respects by the terms of the CompanyWarrant Agreement. The Underwriter's Warrants shall be transferable in the manner provided in the Warrant Agreement, enforceable against and upon any such transfer, a new Underwriter's Warrant Certificate shall be issued promptly to the transferee. The Company covenants to, and agrees with, the Holder(s) that without the prior written consent of the Holder(s), which will not be unreasonably withheld, the Warrant Agreement will not be modified, amended, canceled, altered or superseded, and that the Company in accordance with their terms except (A) as such enforceability may be limited will send to each Holder, irrespective of whether or not the Underwriter's Warrants have been exercised, any and all notices required by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants (the “Underwriter Warrant Shares”) have been duly authorized and reserved for issuance and, upon issuance following exercise Agreement to be sent to holders of the Underwriter’s Warrants and Embedded Underwriter’s 's Warrants, as the case may be, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have been duly registered in the Registration Statement.

Underwriters’ Warrants. The In consideration of the agreement of the Underwriter to act as Underwriter, and upon payment of a purchase price of $100.00, on the First Closing Date the Company has the corporate power will issue and authority deliver to issue the Underwriter’s , for its account, the Underwriter's Warrants to purchase Units in an amount equal to ten percent (as defined 10%) of the number of Firm Units purchased by the Underwriter in Section 4(f) below) and to perform its obligations thereunderthe offering. The Underwriter’s 's Warrants shall be issued on the First Closing Date and shall be dated as of the Effective Date. The Underwriter's Warrants shall be exercisable commencing one year after the Effective Date and for a period of five years after the Effective Date at a price equal to 120% of the Price to Public per Share set forth on the cover page of the Prospectus. As to other terms, the Underwriter's Warrants shall be in form and substance substantially the same as APPENDIX B hereto. The Company represents and warrants that the Underwriter's Warrants have been duly authorized and, when granted and constitute valid delivered in accordance with the terms hereof, will be valid, binding and binding enforceable obligations of the Company, enforceable against except insofar as indemnification and contribution provisions may be limited by applicable law or the Company in accordance with their terms public policies underlying such law and except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent conveyance or similar laws of relating to or affecting creditors' rights generally or by general applicability affecting equitable principles; the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Units to be issued Warrant Shares issuable upon exercise of the Underwriter’s 's Warrants (the “Warrant Units”) have been duly authorized and reserved for issuance, issuance upon exercise; and when issued to upon receipt by the holder(s) Company of the Underwriter’s Warrants consideration for such securities in accordance with the terms of the Underwriter’s Warrants against payment therefor's Warrants, will be validly issued, fully paid and nonassessable. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) Shares shall have been duly authorized and, when issued upon exercise of the Underwriter’s Warrants, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants (the “Underwriter Warrant Shares”) have been duly authorized and reserved for issuance and, upon issuance following exercise of the Underwriter’s Warrants and Embedded Underwriter’s Warrants, as the case may be, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have been duly registered in the Registration Statement.

Underwriters’ Warrants. The Company has form of the corporate power certificate representing Underwriter's Warrants (and authority the form of election to issue purchase shares of Common Stock upon the exercise of Underwriter's Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in Exhibit "A" to the Warrant Agreement. Each Underwriter's Warrant shall entitle the Holder to purchase one fully paid and non-assessable share of Common Stock at an initial purchase price of $24.00 per share from ______________, 1999 until 5:00 P.M. New York time on _____________, 2003 at which time the Underwriter’s 's Warrants (as defined in Section 4(f) below) and to perform its obligations thereundershall expire. The Underwriter’s Warrants have been duly authorized and constitute valid and binding obligations exercise price of the Company, enforceable against Underwriter's Warrants and the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws number of general applicability affecting shares of Common Stock issuable upon the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Units to be issued upon exercise of the Underwriter’s 's Warrants (are subject to adjustment, whether or not the “Warrant Units”) Underwriter's Warrants have been duly authorized exercised, in the manner and reserved for issuanceupon the occurrence of the events set forth in Section 8 of the Warrant Agreement, which is hereby incorporated herein by reference and when issued made a part hereof as if set forth in its entirety herein. Subject to the holder(s) provisions of this Agreement and upon issuance of the Underwriter’s Warrants 's Warrants, each registered holder of such Underwriter's Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Warrant Agreement), free and clear of all preemptive rights of stockholders, provided that such registered holder complies with the terms governing exercise of the Underwriter's Warrant set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Underwriter’s Warrants against payment therefor, will be validly issued, fully paid and nonassessableWarrant Agreement. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) have been duly authorized and, when issued upon Upon exercise of the Underwriter’s 's Warrants, will constitute valid the Company shall forthwith issue to the registered holder of any such Underwriter's Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and binding obligations in Section 6.1 hereof, the Underwriter's Warrants shall be governed in all respects by the terms of the CompanyWarrant Agreement. The Underwriter's Warrants shall be transferable in the manner provided in the Warrant Agreement, enforceable against and upon any such transfer, a new Underwriter's Warrant Certificate shall be issued promptly to the transferee. The Company covenants to, and agrees with, the Holder(s) that without the prior written consent of the Holder(s), which will not be unreasonably withheld, the Warrant Agreement will not be modified, amended, canceled, altered or superseded, and that the Company in accordance with their terms except (A) as such enforceability may be limited will send to each Holder, irrespective of whether or not the Underwriter's Warrants have been exercised, any and all notices required by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants (the “Underwriter Warrant Shares”) have been duly authorized and reserved for issuance and, upon issuance following exercise Agreement to be sent to holders of the Underwriter’s Warrants and Embedded Underwriter’s 's Warrants, as the case may be, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have been duly registered in the Registration Statement.

Underwriters’ Warrants. The On the First Closing Date, the Company has will issue to certain of the corporate power and authority Underwriters (and/or their designees) warrants to purchase that number of shares of Common Stock equal to three percent (3%) of the Firm Shares (adjusted upward to the nearest whole share). On the Second Closing Date, the Company will issue to certain of the Underwriter’s Warrants Underwriters (as defined in and/or their designees) additional warrants to purchase that number of shares of Common Stock equal to three percent (3%) of the Option Shares (adjusted upward to the nearest whole share) elected to be purchased by the Underwriters pursuant to Section 4(f) below) and to perform its obligations thereunder2(a)(xlv). The Underwriter’s Warrants have been duly authorized and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Units warrants to be issued upon exercise to certain of the Underwriter’s Underwriters on the First Closing Date and Second Closing Date pursuant to this Section 2(a)(xlv)(d) are herein collectively referred to as the “Underwriters’ Warrants.” The Underwriters’ Warrants shall be in the form of Exhibit B attached hereto. The Underwriters’ Warrants shall have an exercise price per share equal to $[ · ] per Share. The Underwriters’ Warrants will be exercisable beginning six months after the date of the Closing until the fifth anniversary of the date of the Closing. The Underwriters understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the effective date of the Registration Statement (the “Warrant UnitsEffective Date”) have been duly authorized and reserved by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ 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 issuancea 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 contemplated hereby, or (ii) a bona fide officer or partner of the Underwriter or of any such Underwriter or selected dealer; and when issued only if any such transferee agrees to the holder(s) of the Underwriter’s Warrants in accordance with the terms of the Underwriter’s Warrants against payment therefor, will be validly issued, fully paid and nonassessable. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) have been duly authorized and, when issued upon exercise of the Underwriter’s Warrants, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants (the “Underwriter Warrant Shares”) have been duly authorized and reserved for issuance and, upon issuance following exercise of the Underwriter’s Warrants and Embedded Underwriter’s Warrants, as the case may be, will be validly issued, fully paid and nonforegoing lock-assessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have been duly registered in the Registration Statementup restrictions.

Underwriters’ Warrants. The Company has the corporate power and authority hereby agrees to issue to the Underwriter (and/or its designees) on the Closing Date, warrants to purchase such number of ordinary shares of the Company equal to six and one half percent (6.5%) of the aggregate number of the Placement Shares sold in the offering (collectively “Underwriter’s Warrants Warrants”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a Closing Date and expiring on the five-year anniversary of the Effective Date of the Registration Statement (as defined in Section 4(f) 2.1.1 below) and to perform its obligations thereunderat an exercise price of $5.00. The Underwriter’s Warrants have been duly authorized and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generallyWarrant shall include a “cashless” exercise feature, and (B) shall contain provisions for registration rights as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws set forth in the United StatesUnderwriter’s Warrant Agreement. The Units to be issued Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise of 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 Warrants and the underlying ordinary shares during the one hundred eighty (180) days immediately following the “Warrant Units”) have been duly authorized and reserved for issuance, and when issued to the holder(s) commencement of sales of the Underwriter’s Warrants in accordance with the terms of the Underwriter’s Warrants against payment thereforoffering and by its acceptance thereof shall agree that it will not sell, will be validly issuedtransfer, fully paid and nonassessable. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) have been duly authorized andassign, when issued upon exercise of pledge or hypothecate the Underwriter’s Warrants, will constitute valid and binding obligations of or any portion thereof, or let the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants 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 “Underwriter Warrant Shares”) have been duly authorized commencement of sales of the offering to anyone other than the acceptable persons set forth in FINRA Rule 5110(g)(2)(A); and reserved for issuance and, upon issuance following exercise only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrants Warrant Agreement shall be made on the Closing Date and Embedded Underwriter’s Warrants, shall be issued in the name or names and in such authorized denominations as the case Underwriter may be, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have been duly registered in the Registration Statementrequest.

Underwriters’ Warrants. The Company has In consideration of the corporate power and authority agreement of the Underwriter to issue act as the Underwriter’s , and upon payment of a purchase price of $100.00, on the First Closing Date the Company will issue and deliver to the Underwriter, for its account, the Underwriter's Warrants to purchase shares of Common Stock in an amount equal to ten percent (10%) of the number of Firm Units sold by the Company and purchased by the Underwriter in the offering. Such Underwriter's Warrants shall be issued on and dated as defined in Section 4(f) below) and to perform its obligations thereunderof the First Closing Date. The Underwriter’s 's Warrants shall be exercisable commencing one year after the Effective Date for a period of three years thereafter at a price equal to 120% of the Price to Public per Unit set forth on the cover page of the Prospectus. As to other terms, the Underwriter's Warrants shall be in form and substance substantially the same as Appendix B hereto. The Company represents and warrants that the Underwriter's Warrants have been duly authorized and, when granted and constitute valid delivered in accordance with the terms hereof, will be valid, binding and binding enforceable obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable the application of bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws of general applicability affecting the rights of creditors generallygenerally and by judicial limitations on the right of specific performance, and (B) except as the enforceability of any the indemnification or contribution provision provisions thereof may be limited under affected by applicable law or the federal and state public policies underlying such law; the securities laws in the United States. The Units to be issued issuable upon exercise of the Underwriter’s 's Warrants (the “Warrant Units”) have been duly authorized and reserved for issuance, issuance upon exercise; and when issued to upon receipt by the holder(s) Company of the Underwriter’s Warrants consideration for such securities in accordance with the terms of the Underwriter’s Warrants against payment therefor's Warrants, will be validly issued, fully paid and nonassessable. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) Shares shall have been duly authorized and, when issued upon exercise of the Underwriter’s Warrants, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants (the “Underwriter Warrant Shares”) have been duly authorized and reserved for issuance and, upon issuance following exercise of the Underwriter’s Warrants and Embedded Underwriter’s Warrants, as the case may be, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have been duly registered in the Registration Statement.

Underwriters’ Warrants. The Company has the corporate power and authority hereby agrees to issue to the Underwriter (and/or its designees) on the Closing Date warrants for the purchase of seven percent (7%) of the Offering Amount sold in the offering (“Underwriter’s Warrants (as defined in Section 4(f) below) and to perform its obligations thereunderWarrant”). The Underwriter’s Warrants have been duly authorized and constitute valid and binding obligations Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing from the effective date of the CompanyRegistration Statement (the “Effective Date”) and expiring on the fifth-year anniversary thereof at an initial exercise price per ordinary share of $5.00, enforceable against which is equal to 100% of the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generallyPurchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for “piggyback” registration rights until expiration. Such “piggyback” registration rights shall be subject to FINRA Rule 5110(f)(2)(G)(v) and shall not have duration of more than five years from the date of effectiveness of the registration statement. The Underwriter’s Warrant and ordinary shares 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 ordinary shares during the one hundred eighty (B180) as enforceability 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 Warrant Agreement, or any portion thereof, or be the subject of any indemnification hedging, short sale, derivative, put or contribution provision may be limited under the federal and state securities laws call transaction that would result in the United Stateseffective 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. The Units to be issued upon exercise Delivery of the Underwriter’s Warrants (Warrant Agreement shall be made on the “Warrant Units”) have been duly authorized Closing Date and reserved for issuance, and when shall be issued to the holder(s) of the Underwriter’s Warrants in accordance with the terms of the Underwriter’s Warrants against payment therefor, will be validly issued, fully paid and nonassessable. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) have been duly authorized and, when issued upon exercise of the Underwriter’s Warrants, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Warrant Units name or names and the Embedded Underwriter’s Warrants (the “Underwriter Warrant Shares”) have been duly in such authorized and reserved for issuance and, upon issuance following exercise of the Underwriter’s Warrants and Embedded Underwriter’s Warrants, denominations as the case Underwriter may be, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have been duly registered in the Registration Statementrequest.