Common use of Option Securities Clause in Contracts

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, are hereinafter referred to as the “Option Securities.” The Securities and the Option Securities are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] t additional shares of its Common Stock (Shares and/or Pre-Funded Warrants to purchase Common Shares, representing 15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Shares and Firm Pre-Funded Warrants sold in the public offering price allocated to each Firm Share) from the Company (the “Option Shares” and together with the Firm or “Option Pre-Funded Warrants,” as applicable) and/or up to t additional Warrants to purchase an aggregate of an additional t Common Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (representing 15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Warrants sold in the public offering price allocated to each Firm Warrant) (for a full Common Share) from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-Funded Warrant shall be equal to the price per Firm Share or Firm Pre-Funded Warrant set forth in Section 1.1.1(ii) hereof and the purchase price to be paid per Option Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1(ii) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-Funded Warrants and Option Warrants together, solely Option Shares, Solely Option Pre-Funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and together with the Firm Warrantscollectively, the “WarrantsOption Securities”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares Firm Units and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Securities are hereinafter collectively referred to as the “Option Securities.” The Securities and the Option Securities Underlying Common Shares (as defined below), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowProspectus. The Firm Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agreement, dated on or before the Closing Date, between the Company and Computershare Inc. and its wholly-owned subsidiary, Computershare Trust Company, N.A., collectively as warrant agent (the “Warrant Agreement”). The certificate (the “Pre-Funded Warrant Certificate”) evidencing the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, if any, will be in the form attached hereto as Exhibit A. The offering and sale of the Public Securities is herein referred to as the “Offering”.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to 300,000 additional shares of Common Stock (the “Option Shares”) and accompanying warrants to purchase an aggregate of 300,000 shares of Common Stock (the “Option Warrants,” and collectively with the Option Shares, the “Option Securities”), representing fifteen percent (15%) of the Firm Shares and Firm Warrants sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a ). The purchase price to be paid per share of $[●] (93.75% of Option Share and accompanying Option Warrant shall be equal to the public offering price allocated per Firm Share and accompanying Firm Warrant set forth in Section 1.1.1 hereof. The Firm Warrants and the Options Warrants are hereinafter collectively referred to each Firm Share) (as the “Option SharesWarrants.” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] The shares of Common Stock (15% of into which the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Warrants are exercisable are hereinafter referred to as the “Option SecuritiesWarrant Shares.” The Firm Securities and the Option Securities are hereinafter collectively referred to as the “Primary Securities.” The Primary Securities and Warrant Shares are hereinafter collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Primary Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters Representative an option (the “Over-allotment Option”) to purchase, in the aggregate, purchase up to (a) up to [●[ ] additional shares of its Common Stock, representing fifteen percent (15%) of the shares of Common Stock (15% sold as part of the Firm Shares) at a purchase price per share Class A Units and the shares of $[●] (93.75% Common Stock issuable upon conversion of the public offering price allocated to each Firm Share) Preferred Stock sold as part of the Class B Units (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●[ ] shares of Common Stock Stock, representing fifteen percent (15% %) of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% Warrants sold as part of the public offering price allocated to each Firm Warrant) (for a full Common Share) Class A Units and the Warrants sold as part of the Class B Units (the “Option Warrants” and together collectively with the Firm WarrantsOption Shares, the “WarrantsOption Securities”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The purchase price to be paid per Option Shares Share shall be $[ ] and the purchase price to be paid per Option Warrants, as well as the Warrant shall be $0.0093. The shares of Common Shares Stock issuable upon exercise of the Firm Warrants and the Option Warrants, Warrants are hereinafter referred to as the “Option SecuritiesWarrant Shares.” The Securities Shares of Common Stock issuable upon conversion of the Preferred Stock are hereinafter referred to as the “Preferred Conversion Shares.” The Firm Securities, the Warrant Shares, the Preferred Conversion Shares and the Option Securities are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Shares, the Company hereby grants to the Underwriters an option to purchase up to [_____] additional shares of Common Stock and/or additional Pre-Funded Warrants to purchase up to [_____] shares of Common Stock, together representing an aggregate of fifteen percent (15%) of the Firm Securities sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to ). Such [●_____] additional shares of its Common Stock (15% Stock, the net proceeds of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together which will be deposited with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option WarrantsCompany’s account, are hereinafter referred to as “Option Shares.” Such additional Pre-Funded Warrants to purchase [_____] shares of Common Stock, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Pre-Funded Warrants.” The Option Shares and Option Pre-Funded Warrants may be referred to herein collectively as the “Option Securities.” The purchase price to be paid per Option Share and per Option Pre-Funded Warrant shall be equal to the price per Firm Share and per Firm Pre-Funded Warrant set forth in Section 1.1.1 hereof. The Firm Securities and the Option Securities are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the The Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to an additional [●] shares of Common Stock Stock, representing up to fifteen percent (15%) of the Firm Shares included in the Firm Units sold in the offering (the “Option Shares”), and/or [●] Warrants to purchase an additional [●] shares of Common Stock, representing up to 15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Warrants included in the public offering price allocated to each Firm Warrant) (for a full Common Share) Units sold in the Offering (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination each case for the purpose of Option Shares and/or the Option Warrantscovering over-allotments of such securities, if any. The purchase price to be paid per Option Share and Option Warrant shall be equal to the portion of the purchase price per Firm Unit allotted to the Firm Share and Firm Warrant, respectively. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and the Option Warrants together, solely Option Shares, solely Option Warrants, as well as the Common Shares issuable upon exercise of the or any combination thereof (each, an “Option WarrantsSecurity” and collectively, are hereinafter referred to as the “Option Securities.” ”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities, the shares of Common Stock underlying the Firm Warrants, and the shares of Common Stock underlying the Option Warrants are referred to herein collectively as the “Public Securities.” The Public Securities Firm Warrants and the Option Warrants, if any, shall be issued directly by the Company pursuant to, and shall have the rights and privileges described in set forth in, a warrant agreement, dated on or before the Registration StatementClosing Date, between the Pricing Disclosure Package Company and VStock Transfer, LLC, as warrant agent (the Prospectus referred to below“Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to [__] additional shares of Common Stock (the “Option Shares”) and accompanying warrants to purchase an aggregate of [__] shares of Common Stock (the “Option Warrants,” and collectively with the Option Shares, the “Option Securities”), representing fifteen percent (15%) of the Firm Shares and Firm Warrants sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a ). The purchase price to be paid per share of $[●] (93.75% of Option Share and accompanying Option Warrant shall be equal to the public offering price allocated per Firm Share and accompanying Firm Warrant set forth in Section 1.1.1 hereof. The Firm Warrants and the Options Warrants are hereinafter collectively referred to each Firm Share) (as the “Option SharesWarrants.” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] The shares of Common Stock (15% of into which the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Warrants are exercisable are hereinafter referred to as the “Option SecuritiesWarrant Shares.” The Firm Securities and the Option Securities are hereinafter collectively referred to as the “Primary Securities.” The Primary Securities and Warrant Shares are hereinafter collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Primary Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase from the Company up to additional Series B Preferred Stock, representing fifteen percent (15%) of the Firm Shares sold in the offering, and/or up to additional Warrants, representing fifteen percent (15%) of the Warrants sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] ). Such additional shares of its Common Stock (15% Series B Preferred Stock, the net proceeds of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together which will be deposited with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option WarrantsCompany’s account, are hereinafter referred to as “Option Shares,” and such additional Warrants are hereinafter referred to as “Option Warrants,” and collectively as the “Option Securities.” The purchase price to be paid per Option Share shall be $[●]1 and the purchase price per Option Warrant shall be $0.0092. The Firm Shares and the Option Shares are hereinafter referred together as the “Public Shares,” and the Firm Warrants and the Option Warrants are hereinafter referred to as the “Public Warrants.” The Firm Securities and the Option Securities are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Company hereby grants to the Underwriters Underwriter an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●[ ] additional shares of its Common Stock (Ordinary Shares and/or Pre-Funded Warrants to purchase Ordinary Shares, representing 15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Shares and Firm Pre-Funded Warrants sold in the public offering price allocated to each Firm Share) from the Company (the “Option Shares” and together with the Firm or “Option Pre-funded Warrants,” as applicable) and/or up to [ ] additional Warrants to purchase an aggregate of an additional [ ] Ordinary Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (representing 15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Warrants sold in the public offering price allocated to each Firm Warrant) (for a full Common Share) from the Company (the “Option Warrants”). The purchase prices to be paid per Option Share, Option Pre-Funded Warrant and Option Warrant shall be as set forth on Schedule 2-A hereto. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-Funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-Funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and together with the Firm Warrantscollectively, the “WarrantsOption Securities”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares Firm Units and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Securities are hereinafter collectively referred to as the “Option Securities.” The Securities and the Option Securities Underlying Ordinary Shares (as defined below), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowProspectus. The Firm Warrants, Firm Pre-Funded Warrants, Option Pre-Funded Warrants, if any, and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agreement, dated on or before the Closing Date, between the Company and VStock Transfer LLC as warrant agent (the “Warrant Agreement”). The certificate (the “Pre-Funded Warrant Certificate”) evidencing the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, if any, will be in the form attached hereto as Exhibit A. The offering and sale of the Public Securities is herein referred to as the “Offering”.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to ________ additional units (the “Option Units”) each consisting of one Common Share and one Series A Warrant to purchase one (1) Common Share (the “Option Warrants”, and collectively with the Option Units and applicable Common Shares, the “Option Securities”), representing fifteen percent (15%) of the Firm Units sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in and the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Sharesexercise thereof, the “SharesOver-allotment Exercise”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a . The purchase price of $0.009375 to be paid per warrant (93.75% of Option Unit shall be equal to the public offering price allocated to each per Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased Unit set forth in any combination of Option Shares and/or the Option WarrantsSection 1.1.1 hereof. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of into which the Option Warrants, Warrants are exercisable are hereinafter referred to as the “Option SecuritiesWarrant Shares.” The Firm Securities and the Option Securities are hereinafter collectively referred to as the “Primary Securities.” The Primary Securities and Warrant Shares are hereinafter collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Primary Securities is herein hereinafter referred to as the “Offering.”” Notwithstanding anything to the contrary in the foregoing, in any Over-Allotment Exercise, the Underwriters may purchase full Option Units, or only Option Shares and/or Option Warrants, or any combination of Option Shares and Option Warrants. If Option Shares are purchased, the price shall equal the price per Firm Unit set forth in Section 1.1.1 above less $0.01, and the purchase price per Option Warrant shall be $0.01.

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the Company hereby grants to the Underwriters Underwriter an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to purchase [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares,” and together along with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) Pre-funded Warrants (the “Option Pre-funded Warrants”), or Common Warrants (the “Option Common Warrants,” and together with the Firm Option Shares and Option Pre-funded Warrants, the “WarrantsOption Securities”), which may be purchased representing up to fifteen percent (15%) of the Units sold in any combination of Option Shares and/or the Option Warrantsoffering, from the Company. The purchase price to be paid per Option Share, Option Pre-funded Warrant, and Option Common Warrant shall be as set forth on Schedule 2-A hereto. The Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, are hereinafter referred to as the “Option Securities.” The Securities and the Option Securities are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package Package, and the Prospectus referred to below. The Pre-funded Warrants, Common Warrants, Option Pre-funded Warrants, and Option Common Warrants are hereinafter referred to together as the “Warrants.” The Firm Securities, the Option Securities, and the shares of Common Stock underlying the Warrants, are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Firm Securities and the Option Securities, if any, is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase from the Company up to additional Series A Preferred Shares, representing fifteen percent (15%) of the Firm Shares sold in the offering and/or up to additional Warrants, representing fifteen percent (15%) of the Firm Warrants sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] ). Such additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Series A Preferred Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares net proceeds of Common Stock (15% of which will be deposited in the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option WarrantsCompany’s account, are hereinafter referred to as “Option Shares,” and such additional Warrants are hereinafter referred to as “Option Warrants,” and collectively as the “Option Securities.” The purchase price to be paid per Option Share shall be $[●] and the purchase price per Option Warrant shall be $0.0092. The Firm Shares and the Option Shares are hereinafter referred together as the “Public Shares,” and the Firm Warrants and the Option Warrants are hereinafter referred to as the “Public Warrants.” The Firm Securities and the Option Securities are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the The Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to an additional [●] shares of Common Stock Stock, representing up to fifteen percent (15% %) of the Firm WarrantsShares included in the Firm Units sold in the offering (the “Option Shares”), and/or [●] Warrants to purchase an additional [●] shares of Common Stock, representing up to fifteen percent (15%) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) Warrants included in the Firm Units sold in the Offering (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination each case for the purpose of Option Shares and/or the Option Warrantscovering over-allotments of such securities, if any. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and the Option Warrants together, solely Option Shares, solely Option Warrants, as well as the Common Shares issuable upon exercise of the or any combination thereof (each, an “Option WarrantsSecurity” and collectively, are hereinafter referred to as the “Option Securities.” ”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities, the shares of Common Stock underlying the Firm Warrants, and the shares of Common Stock underlying the Option Warrants are referred to herein collectively as the “Public Securities.” The Public Securities Firm Warrants and the Option Warrants, if any, shall be issued directly by the Company pursuant to, and shall have the rights and privileges described in set forth in, a warrant agreement, dated on or before the Registration StatementClosing Date, between the Pricing Disclosure Package Company and VStock Transfer, LLC, as warrant agent (the Prospectus referred to below“Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm ADSs, the Company hereby grants to the Underwriters an option to purchase up to [●] additional Firm ADSs, Pre-Funded Warrants and/or additional Firm Warrants to purchase [●] ADSs, representing fifteen percent (15%) of the Firm ADSs and Firm Warrants sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to ). Such [●] additional shares of its Common Stock Firm ADSs (15% of the Firm Shares) at a purchase price per share of $“Option ADSs”), [●] Pre-Funded Warrants (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” Pre-Funded Warrants”) and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock Firm Warrants (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Option Pre-Funded Warrants and Firm Warrants, the “Warrants”), the net proceeds of which may will be purchased in any combination of Option Shares and/or deposited with the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option WarrantsCompany’s account, are hereinafter referred to as the “Option Securities.” The purchase price to be paid per Option ADS and Option Warrants shall be equal to the price per Firm ADS and Firm Warrant set forth in Section 1.1.1 hereof. The Underwriters may exercise the Over-allotment Option, at their sole discretion, for Option ADSs and Option Warrants together, Option Pre-Funded Warrants and Option Warrants together, solely Option ADSs, Solely Option Pre-Funded Warrants, solely Option Warrants, or any combination thereof. The Firm Securities and the Option Securities are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Company hereby grants to the Underwriters an option to purchase up to [●] additional shares of Common Stock, representing fifteen percent (15%) of the shares of Common Stock sold as part of the Firm Units sold in the offering (the “Option Shares”), and/or up to [●] additional Warrants, representing fifteen percent (15%) of the Warrants sold as part of the Firm Units sold in the offering (the “Option Warrants” and collectively with the Option Shares, the “Option Securities”), from the Company (the “Over-allotment Option”) ). The purchase price to purchase, in the aggregate, (a) up be paid per Option Share shall be equal to [●] additional shares of its Common Stock (15% of the Firm Shares) at a Share purchase price and the purchase price to be paid per share of Option Warrant shall be $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] 0.0001. The shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Warrants and the Option Warrants, Warrants are hereinafter referred to as the “Option SecuritiesWarrant Shares.” The Securities Firm Units, and the Option Securities are collectively hereinafter referred to together as the “Public Securities.” The Public Securities Firm Warrants and the Option Warrants, if any, shall be issued directly by the Company pursuant to, and shall have the rights and privileges described in set forth in, a warrant agreement, dated on or before the Registration StatementClosing Date, between the Pricing Disclosure Package Company and Continental Stock and Transfer Company LLC, as warrant agent (the Prospectus referred to below“Warrant Agreement”). The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Company hereby grants to the Underwriters an option to purchase from the Company up to 300,000 additional shares of Common Stock (the “Option Shares”) and up to 300,000 additional warrants, each exercisable for one share of Common Stock at an exercise price of $4.00 (the “Option Warrants”), or any combination thereof (collectively, the “Option Securities”), representing fifteen percent (15%) of each of (i) the Firm Shares and (ii) the Firm Warrants sold in the offering (the “Over-allotment Option”) to purchase, ). The Option Securities shall be purchased for the account of each of the several Underwriters in the aggregatesame proportion as the number of Firm Units, set forth opposite such Underwriter’s name on Schedule 1 hereto, bears to the total number of Firm Units (a) up subject to [●] additional shares of its Common Stock (15% of adjustment by the Representative to eliminate fractions). No Option Securities shall be sold or delivered unless the Firm Shares) Units previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Securities, or any portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at a any time upon notice by the Representative to the Company. The purchase price to be paid per share of Option Share shall be $[●] (93.75% of 3.99, and the public offering purchase price allocated to each be paid per Option Warrant shall be $0.01. The Firm Share) (Warrants and the Option Warrants are hereinafter collectively referred to as the “Option SharesWarrants.” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] The shares of Common Stock (15% of Stock, into which the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Warrants are exercisable are hereinafter referred to as the “Option SecuritiesWarrant Shares.” The Securities and Firm Units, the Option Securities and Warrant Shares are hereinafter collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to [•] additional shares of Common Stock (the “Option Shares”) and/or up to [•] additional Firm Pre-Funded Warrants (the “Option Pre-Funded Warrants” and together with the Firm Pre-Funded Warrants, the “Pre-Funded Warrants”), representing fifteen percent (15%) of the Firm Securities sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to ). Such [●•] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $Option Shares and/or [●•] (93.75% of the public offering price allocated to each Firm Share) (the “additional Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Pre-Funded Warrants, the “Warrants”), net proceeds of which may will be purchased in any combination of Option Shares and/or deposited with the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option WarrantsCompany’s account, are hereinafter referred to as the “Option Securities.” The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The purchase price to be paid per Option Pre-Funded Warrant shall be equal to the price per Firm Pre-Funded Warrant set forth in Section 1.1.1 hereof. The Firm Securities and the Option Securities are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the Company hereby grants to the Underwriters Underwriter an option (the “Over-allotment Option”) to purchasesubscribe for, in the aggregate, (a) up to [●] additional shares of its Common Stock Ordinary Shares (15% of the Firm Shares) at a purchase subscription price per share of $[●] (93.75100% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”)) or Pre-Funded Warrants to subscribe for up to [●] Ordinary Shares at a price of $[●] (100% of the public offering price allocated to each Firm Share less $0.0001) and the remaining non pre-funded exercise price of each pre-funded warrant will be $0.0001 per share, and/or (b) warrants to purchase up to [●] shares warrants in the form of Common Stock Warrant A to subscribe for an aggregate of [●] Ordinary Shares (15% of the Firm Warrants) at an exercise price of $[●] per warrant (100% of the public offering price allocated to each set of warrants in the form of Warrant A), and/or (c) [●] warrants in the form of Warrant B to purchase an aggregate of [●] Ordinary Shares (15% of the Firm Warrants) at a purchase price of $0.009375 [●] per warrant (93.75100% of the public offering price allocated to each Firm Warrant) (for a full Common Shareset of warrants in the form of Warrant B) (the “Option Warrants” and together with the Firm Warrants and Pre-Funded Warrants, if any, the “Warrants”), which may be purchased subscribed for in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Warrants are hereinafter referred to as the “Option Securities.” ”). The Firm Securities and the Option Securities are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the The Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to an additional [●] shares of Common Stock Stock, representing up to fifteen percent (15%) of the Firm Shares sold in the offering (the “Option Shares”), and/or [●] Warrants to purchase an additional [●] shares of Common Stock, representing up to 15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Warrants sold in the public offering price allocated to each Firm Warrant) (for a full Common Share) Offering (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination each case for the purpose of Option Shares and/or the Option Warrantscovering over-allotments of such securities, if any. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and the Option Warrants together, solely Option Shares, solely Option Warrants, as well as the Common Shares issuable upon exercise of the or any combination thereof (each, an “Option WarrantsSecurity” and collectively, are hereinafter referred to as the “Option Securities.” ”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities, the shares of Common Stock underlying the Firm Warrants, and the shares of Common Stock underlying the Option Warrants are referred to herein collectively as the “Public Securities.” The Public Firm Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The Firm Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agreement, dated on or before the Closing Date, between the Company and Issuer Direct Corporation, as warrant agent (the “Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, purchase in the aggregate, (a) aggregate up to [●] additional shares of its Common Stock and/or Pre-Funded Warrants, representing fifteen percent (15%) of the Firm Shares and Firm Pre-Funded Warrants sold in the offering from the Company (the “Option Shares or “Option Pre-Funded Warrants, as applicable”) and/or up to [ ] additional Warrants to purchase an aggregate of an additional [ ] shares of Common Stock, representing 15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Warrants sold in the public offering price allocated to each Firm Share) (from the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-Funded Warrant shall be equal to the price per Firm Share or Firm Pre-Funded Warrant set forth in Section 1.1.1(ii) hereof and the purchase price to be paid per Option Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1(ii) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-Funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-Funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and together with the Firm Warrantscollectively, the “WarrantsOption Securities”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares Firm Securities and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Securities are hereinafter collectively referred to as the “Option Securities.” The Securities and the Option Securities Underlying Shares (as defined below), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowProspectus. The Firm Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agreement, dated on or before the Closing Date, between the Company and Transfer Online, Inc. as warrant agent (the “Warrant Agreement”). The certificate (the “Pre-Funded Warrant Certificate”) evidencing the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, if any, will be in the form attached hereto as Exhibit A. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to 562,500 additional shares of Common Stock (the “Option Shares”) and accompanying warrants to purchase an aggregate of 562,500 shares of Common Stock (the “Option Warrants,” and collectively with the Option Shares, the “Option Securities”), representing fifteen percent (15%) of the Firm Shares and Firm Warrants sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a ). The purchase price to be paid per share of $[●] (93.75% of Option Share and accompanying Option Warrant shall be equal to the public offering price allocated per Firm Share and accompanying Firm Warrant set forth in Section 1.1.1 hereof. The Firm Warrants and the Options Warrants are hereinafter collectively referred to each Firm Share) (as the “Option SharesWarrants.” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] The shares of Common Stock (15% of into which the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Warrants are exercisable are hereinafter referred to as the “Option SecuritiesWarrant Shares.” The Firm Securities and the Option Securities are hereinafter collectively referred to as the “Primary Securities.” The Primary Securities and Warrant Shares are hereinafter collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Primary Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the The Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchasepurchase up to an additional 360,000 shares of Common Stock, representing up to fifteen percent (15%) of the Firm Shares included in the aggregateFirm Units sold in the offering (the “Option Shares”), (a) and/or Warrants to purchase an additional 360,000 shares of Common Stock, representing up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with Warrants included in the Firm Shares, Units sold in the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) Offering (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination each case for the purpose of Option Shares and/or the Option Warrantscovering over-allotments of such securities, if any. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price (i.e., $4.64) and the purchase price to be paid per Option Warrant shall be $0.01. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and the Option Warrants together, solely Option Shares, solely Option Warrants, as well as the Common Shares issuable upon exercise of the or any combination thereof (each, an “Option WarrantsSecurity” and collectively, are hereinafter referred to as the “Option Securities.” ”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities, the shares of Common Stock underlying the Firm Warrants, and the shares of Common Stock underlying the Option Warrants are referred to herein collectively as the “Public Securities.” The Public Securities Firm Warrants and the Option Warrants, if any, shall be issued directly by the Company pursuant to, and shall have the rights and privileges described in set forth in, a warrant agreement, dated on or before the Registration StatementClosing Date, between the Pricing Disclosure Package Company and Philadelphia Stock Transfer, Inc. as warrant agent (the Prospectus referred to below“Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase from the Company up to additional Series B Preferred Stock, representing fifteen percent (15%) of the Firm Shares sold in the offering, and/or up to additional Warrants, representing fifteen percent (15%) of the Warrants sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] ). Such additional shares of its Common Stock (15% Series B Preferred Stock, the net proceeds of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together which will be deposited with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option WarrantsCompany’s account, are hereinafter referred to as “Option Shares,” and such additional Warrants are hereinafter referred to as “Option Warrants,” and collectively as the “Option Securities.” The purchase price to be paid per Option Share shall be $[●] and the purchase price per Option Warrant shall be $0.0092. The Firm Shares and the Option Shares are hereinafter referred together as the “Public Shares,” and the Firm Warrants and the Option Warrants are hereinafter referred to as the “Public Warrants.” The Firm Securities and the Option Securities are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters Representative an option to purchase up to [____] additional ADSs (“Option Shares”) and/or [____] additional Pre-Funded Warrants (“Option Warrants”), representing fifteen percent (15%) of the Firm Securities sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to ). Such [●_____] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $Option Shares and/or [●____] (93.75% of the public offering price allocated to each Firm Share) (the “additional Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), net proceeds of which may will be purchased in any combination of Option Shares and/or deposited with the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option WarrantsCompany’s account, are hereinafter referred to as the “Option Securities.” The purchase price to be paid per Option Share and Option Warrant shall be equal to the price per Firm Share and Firm Warrant set forth in Section 1.1.1 hereof. The Firm Shares and the Option Shares are collectively referred to herein as the “Shares.” The firm Pre-Funded Warrants and the Option Warrants are collectively referred to herein as the “Public Warrants” and collectively with the Representative’s Warrants (as defined in Section 1.3 below) as the “Warrants.” The Firm Securities and the Option Securities are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.” The ADSs issuable upon exercise of the Warrants are collectively referred to herein as the “Warrant Shares”; and the Firm Securities, the Option Securities and the Warrant Shares are collectively referred to herein as the “Securities.” The terms of the Pre-Funded Warrants are set forth in the form of Pre-Funded Warrant attached hereto as Exhibit A.

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase from the Company up to 30,000 additional Series A Preferred Shares, representing fifteen percent (15%) of the Firm Shares sold in the offering and/or up to 240,000 additional Warrants, representing fifteen percent (15%) of the Firm Warrants sold in the offering, from the Company (the “Over-allotment Option”) to purchase). Such 30,000 additional Series A Preferred Shares, the net proceeds of which will be deposited in the aggregateCompany’s account, (a) up are hereinafter referred to [●] as “Option Shares,” and such 240,000 additional shares of its Common Stock (15% of Warrants are hereinafter referred to as “Option Warrants,” and collectively as the Firm Shares) at a “Option Securities.” The purchase price to be paid by the Underwriters per Option Share shall be $23.051 and the purchase price per share of Option Warrant shall be $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the 0.00925. The Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% Option Shares and the Preferred Conversion Shares issuable upon conversion of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Shares and the public offering price allocated to each Firm Warrant) (for a full Common Share) (Option Shares are hereinafter referred together as the “Option WarrantsPublic Shares,” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares Warrants and the Option Warrants, as well as the Common Shares issuable upon exercise of the Firm Warrants and the Option Warrants, Warrants are hereinafter referred to as the “Option SecuritiesPublic Warrants.” The Firm Securities and the Option Securities are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company and the Selling Stockholders hereby grants grant to the Underwriters Representative an option (the “Over-allotment Option”) to purchase, in the aggregate, up to (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with ”) representing fifteen percent (15%) of the Firm Shares, Shares and Firm Pre-funded Warrants sold in the “Shares”), and/or offering and (b) warrants [●] additional Warrants to purchase up to an additional [●] shares of Common Stock (the “Option Company Warrants” and, collectively with the Option Shares, the “Option Securities”), representing fifteen percent (15% %) of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Company Warrants sold in the public offering price allocated to each Firm Warrant) (for a full Common Share) (from the “Option Warrants” Company and together with the Firm Warrants, the “Warrants”)Selling Stockholders, which may be purchased in any combination of Option Shares and/or the Option Company Warrants. Among the [●] Option Shares, [●] shares of Common Stock (each, a “Company Offering Option Share” and collectively, the “Company Offering Option Shares”) will be issued by the Company, and [●] shares of Common Stock (each, a “Selling Stockholder Option Share” and collectively, the “Selling Stockholder Option Shares”) will be sold by the Selling Stockholders, as set forth in Schedule 2-A. Each Company Offering Firm Share or Company Offering Option Share is a “Company Offering Share” and collectively are the Company Offering Shares. Each Selling Stockholder Firm Share or Selling Stockholder Option Share is a “Selling Stockholder Share” and collectively are the Selling Stockholder Shares. Each Firm Company Warrant or Option Company Warrant is a “Company Warrant” and collectively are the Company Warrants. All of the Company Offering Option Shares and Option Company Warrants will be issued by the Company. The net proceeds of the Company Offering Option Shares and the Option Warrants, as well as Company Warrants will be deposited with the Common Shares issuable upon exercise Company’s account. The net proceeds of the Selling Stockholder Option Warrants, Shares will be deposited with the Selling Stockholders’ accounts. The purchase price to be paid per Option Share shall be equal to the combined price per Firm Share and Firm Company Warrant set forth in Section 1.1.1 hereof. The purchase price to be paid per Option Company Warrant shall be $0.001. The Firm Shares and the Option Shares are hereinafter referred to as the “Option SecuritiesShares.” The Securities Firm Pre-funded Warrants and the Option Securities Company Warrants are collectively hereinafter referred to as the “Warrants.” The Shares, the Warrants and the shares of Common Stock underlying the Warrants are hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to 6,021,000 additional shares of Common Stock (the “Option Shares”) and/or Pre-Funded Warrants, if any (the “Option Pre-Funded Warrants” and, together with the Pre-Funded Warrants, if any, the “Warrants”), representing fifteen percent (15%) of the Firm Securities sold in the offering, from the Company (the “Over-allotment Option”) ). The Pre-Funded Warrants and the Option Pre-Funded Warrants are hereinafter collectively referred to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (as the “Option SharesWarrants.” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] The shares of Common Stock (15% of into which the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated Option Pre-Funded Warrants are exercisable are hereinafter referred to each Firm Warrant) (for a full Common Share) (as the “Option WarrantsPre-Funded Warrant Shares.” and together with The shares of Common Stock into which the Firm Warrants, Warrants are exercisable are hereinafter referred to as the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. Warrant Shares.” The Option Shares and the Option Warrants, as well as the Common Pre-Funded Warrants Shares issuable upon exercise of the Option Warrants, are hereinafter referred to as the “Option Securities.” The Firm Securities and the Option Securities are hereinafter collectively referred to as the “Primary Securities.” The Primary Securities and the Warrant Shares are hereinafter collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Primary Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Units, the Company hereby grants to the Underwriters an option (the “Over-allotment Allotment Option”) to purchase, in the aggregate, (a) purchase up to [●] additional shares of its Common Stock Stock, representing fifteen percent (15% %) of the Firm Shares) at a purchase price per share of $[●] (93.75% of Closing Shares sold in the public offering price allocated to each Firm Share) offering, (the “Option Shares” and together with the Firm Shares, the “Shares”), ) and/or (b) warrants up to [●] Warrants to purchase up to an aggregate of an additional [●] shares of Common Stock Stock, representing fifteen percent (15% %) of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Closing Warrants sold in the public offering price allocated to each Firm Warrant) (for a full Common Share) offering, (the “Option Warrants” and together and, collectively with the Firm WarrantsOption Shares, the “WarrantsOption Securities”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants shall be identical in all respects to the Closing Shares and the Closing Warrants, as well respectively. The Option Securities shall be purchased for the account of each of the several Underwriters in the same proportion as the Common number of Closing Units, set forth opposite such Underwriter’s name on Schedule 1 hereto, bears to the total number of Closing Units (subject to adjustment by the Representative to eliminate fractions). No Option Shares issuable upon exercise of or Option Warrants shall be sold or delivered unless the Closing Shares and Closing Warrants previously have been, or simultaneously are, sold and delivered. The right to purchase the Option WarrantsSecurities, are hereinafter referred or any portion thereof, may be exercised from time to as time and to the “extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. The purchase price to be paid per Option Securities.” Share shall be equal to the price per Closing Unit set forth in Section 1.1.1 hereof less $0.01 allocated to each Option Warrant, and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Closing Securities and the Option Securities are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Shares and Firm Warrants, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] 195,000 additional shares of its Common Stock Stock, representing up to fifteen percent (15%) of the Firm Shares sold in the offering (the “Option Shares”) and/or Warrants to purchase up to an additional 195,000 shares of Common Stock, representing up to 15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Warrants sold in the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) Offering (the “Option Warrants” ”). The Over-allotment Option is, at the Underwriters’ sole discretion, and together with the Firm may be exercised for Option Shares and Option Warrants together, solely Option Shares, solely Option Warrants, the “Warrants”), which may be purchased in or any combination thereof; provided, however, that the aggregate number of Option Shares and/or Option Warrants to be purchased pursuant to the Over-allotment Option Warrantsshall not exceed the limitation described above (each, an “Option Security” and collectively, the “Option Securities”). The Option Shares Firm Securities and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Securities are hereinafter collectively referred to as the “Option Securities.” The Securities and the Option Securities Underlying Common Stock (as defined below), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (each as referred to below). The Firm Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and Corporate Stock Transfer, Inc. as warrant agent (the “Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to [●] additional Ordinary Shares and/or additional Pre-Funded Warrants (as defined below) to purchase up to [●] additional Ordinary Shares, together representing an aggregate of fifteen percent (15%) of the Firm Securities sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to ). Such [●] additional shares Ordinary Shares, the net proceeds of its Common Stock (15% of which will be deposited with the Firm Company’s account, are hereinafter referred to as “Option Shares) at a .” Such additional Pre-Funded Warrants to purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Ordinary Shares, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Shares”), and/or (b) warrants Option Pre-Funded Warrants.” The Firm Pre-Funded Warrants and the Option Pre-Funded Warrants may be referred to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (herein collectively as the “Option Warrants” and together with the Firm Warrants, the “Pre-Funded Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, are hereinafter Pre-Funded Warrants may be referred to herein collectively as the “Option Securities.” The purchase price to be paid per Option Share and per Option Pre-Funded Warrant shall be equal to the price per Firm Share and per Firm Pre-Funded Warrant in Section 1.1.1 hereof. The Firm Securities, the Option Securities and the Option Securities Underlying Shares (as defined below) are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowProspectus. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) purchase up to [●] ________ additional shares of its Common Stock (15% sold as part of the Firm Shares) at a purchase price per share of $[●] (93.75% of Units sold in the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●•] shares of Common Stock additional Warrants, representing fifteen percent (15% %) of the Warrants sold as part of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Units sold in the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together collectively with the Firm WarrantsOption Shares, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, are hereinafter referred to as the “Option Securities.”), from the Company. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price and the purchase price to be paid per Option Warrant shall be $0.0001. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, solely Option Shares, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities, the shares of Common Stock underlying the Firm Warrants, and the shares of Common Stock underlying the Option Warrants are referred to herein collectively as the “Public Securities.” The Public Securities Firm Warrants and the Option Warrants, if any, shall be issued directly by the Company pursuant to, and shall have the rights and privileges described in set forth in, a warrant agreement, dated on or before the Registration StatementClosing Date, between the Pricing Disclosure Package Company and VStock Transfer, LLC, as warrant agent (the Prospectus referred to below“Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters Representative an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] 145,945 additional shares of its Common Stock (and/or Pre-Funded Warrants, representing 15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Shares and Firm Pre-Funded Warrants sold in the public offering price allocated to each Firm Share) from the Company (the “Option Shares” or “Option Pre-Funded Warrants,” as applicable). The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1(ii) hereof and together with the purchase price to be paid per Option Pre-Funded Warrant shall be equal to the price per Firm SharesPre-Funded Warrant set forth in Section 1.1.1(ii) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Pre-Funded Warrants together, solely Option Shares or solely Option Pre-Funded Warrants, or any combination thereof (each, an “Option Security” and collectively, the “SharesOption Securities”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares Firm Securities and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Securities are hereinafter collectively referred to as the “Option Securities.” The Securities and the Option Securities Underlying Shares (as defined below), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowProspectus. The certificate (the “Pre-Funded Warrant Certificate”) evidencing the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, if any, will be in the form attached hereto as Exhibit A. The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters Representative an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] 280,374 additional shares of its Common Stock (and/or Pre-Funded Warrants, representing 15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Shares and Firm Pre-Funded Warrants sold in the public offering price allocated to each Firm Share) from the Company (the “Option Shares” or “Option Pre-Funded Warrants,” as applicable). The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1(ii) hereof and together with the purchase price to be paid per Option Pre-Funded Warrant shall be equal to the price per Firm SharesPre-Funded Warrant set forth in Section 1.1.1(ii) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Pre-Funded Warrants together, solely Option Shares or solely Option Pre-Funded Warrants, or any combination thereof (each, an “Option Security” and collectively, the “SharesOption Securities”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares Firm Securities and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Securities are hereinafter collectively referred to as the “Option Securities.” The Securities and the Option Securities Underlying Shares (as defined below), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowProspectus. The certificate (the “Pre-Funded Warrant Certificate”) evidencing the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, if any, will be in the form attached hereto as Exhibit A. The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to [●] additional ADSs and/or Warrants, representing ten percent (10%) of the Firm ADSs and Firm Warrants sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to ). Such [●] additional shares ADSs, the net proceeds of its Common Stock (15% of which will be deposited with the Company’s account, are hereinafter referred to as “Option ADSs,” together the Firm Shares) at a purchase price per share of $ADSs, the “Public ADSs.” Such [●] (93.75% additional Warrants, the net proceeds of the public offering price allocated to each Firm Share) (the “Option Shares” and together which will be deposited with the Firm SharesCompany’s account, the “Shares”), and/or (b) warrants are hereinafter referred to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the as “Option Warrants” and (the Option Warrants together with the Firm Warrants, the “Public Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of Warrants together with the Option WarrantsADSs, are hereinafter referred to as the “Option Securities.” ”). The purchase price to be paid per Option ADS and Option Warrant shall be equal to the price per Firm ADS and Firm Warrant set forth in Section 1.1.1 hereof. The Firm Securities and the Option Securities are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the The Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchasepurchase up to an additional [•] shares of Common Stock, representing up to fifteen percent (15%) of the Firm Shares sold in the aggregateoffering (the “Option Shares”), (a) and/or [•] Warrants to purchase an additional [•] shares of Common Stock, representing up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Warrants sold in the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) Offering (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination each case for the purpose of Option Shares and/or the Option Warrantscovering over-allotments of such securities, if any. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and the Option Warrants together, solely Option Shares, solely Option Warrants, as well as the Common Shares issuable upon exercise of the or any combination thereof (each, an “Option WarrantsSecurity” and collectively, are hereinafter referred to as the “Option Securities.” ”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities, the shares of Common Stock underlying the Firm Warrants, and the shares of Common Stock underlying the Option Warrants are referred to herein collectively as the “Public Securities.” The Public Firm Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The Firm Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agreement, dated on or before the Closing Date, between the Company and Worldwide Stock Transfer, LLC, as warrant agent (the “Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●[ ] additional shares of its Common Stock (Shares and/or Pre-Funded Warrants to purchase Common Shares, representing 15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Shares and Firm Pre-Funded Warrants sold in the public offering price allocated to each Firm Share) from the Company (the “Option Shares” and together with the Firm or “Option Pre-Funded Warrants,” as applicable) and/or up to [ ] additional Warrants to purchase an aggregate of an additional [ ]Common Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (representing 15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Warrants sold in the public offering price allocated to each Firm Warrant) (for a full Common Share) from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-Funded Warrant shall be equal to the price per Firm Share or Firm Pre-Funded Warrant set forth in Section 1.1.1(ii) hereof and the purchase price to be paid per Option Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1(ii) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-Funded Warrants and Option Warrants together, solely Option Shares, Solely Option Pre-Funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and together with the Firm Warrantscollectively, the “WarrantsOption Securities”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares Firm Units and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Securities are hereinafter collectively referred to as the “Option Securities.” The Securities and the Option Securities Underlying Common Shares (as defined below), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowProspectus. The Firm Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agreement, dated on or before the Closing Date, between the Company and [ ] as warrant agent (the “Warrant Agreement”). The certificate (the “Pre-Funded Warrant Certificate”) evidencing the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, if any, will be in the form attached hereto as Exhibit A. The offering and sale of the Public Securities is herein referred to as the “Offering”.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase 0 additional shares of Common Stock and/or additional Firm Pre-Funded Warrants to purchase 0 additional shares of Common Stock, together representing an aggregate of fifteen percent (15%) of the Firm Securities sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] ). Such additional shares of its Common Stock (15% Stock, the net proceeds of which will be deposited with the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated Company’s account, are hereinafter referred to each Firm Share) (the as “Option Shares.” and together with the Such additional Firm Shares, the “Shares”), and/or (b) warrants Pre-Funded Warrants to purchase up to [●] shares of Common Stock (15% Stock, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Pre-Funded Warrants.” The Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Pre-Funded Warrants and the public offering price allocated Option Pre-Funded Warrants may be referred to each Firm Warrant) (for a full Common Share) (herein collectively as the “Option Warrants” and together with the Firm Warrants, the “Pre-Funded Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, are hereinafter Pre-Funded Warrants may be referred to herein collectively as the “Option Securities.” The purchase price to be paid per Option Share and per Option Pre-Funded Warrant shall be equal to the price per Firm Share and per Firm Pre-Funded Warrant in Section 1.1.1 hereof. The Firm Securities, the Option Securities and the Option Securities Underlying Shares (defined below) are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowProspectus. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to 578,312 additional shares of Common Stock, representing fifteen percent (15%) of the Firm Shares included in the Firm Units sold in the offering (the “Option Shares”) and/or up to 578,312 additional Warrants to purchase an additional 578,312 shares of Common Stock, representing fifteen percent (15%) of the Firm Warrants included in the Firm Units sold in the offering (the “Option Warrants”), from the Company (the “Over-allotment Option”) ). The purchase price to purchase, in be paid per Option Share and Option Warrant shall be equal to the aggregate, (a) up to [●] additional shares of its Common Stock (15% portion of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated Firm Unit allotted to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” Shares and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrantsrespectively. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and the Option Warrants together, solely Option Shares, solely Option Warrants, as well as the Common Shares issuable upon exercise of the or any combination thereof (each, an “Option WarrantsSecurity,” and, are hereinafter referred to as collectively, the “Option Securities.” ”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities, the shares of Common Stock underlying the Firm Warrants and the shares of Common Stock underlying the Option Warrants are referred to herein collectively as the “Public Securities.” The Public Securities Firm Warrants and the Option Warrants, if any, shall be issued directly by the Company pursuant to, and shall have the rights and privileges described in set forth in, a warrant agreement, dated on or before the Registration StatementClosing Date, between the Pricing Disclosure Package Company and ClearTrust, LLC, as warrant agent (the Prospectus referred to below“Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to [ ] additional shares of Common Stock (the “Option Shares”) and accompanying warrants to purchase an aggregate of [ ] shares of Common Stock (the “Option Warrants” and collectively with the Option Shares, the “Option Securities”), representing fifteen percent (15%) of the Firm Shares and Firm Warrants sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a ). The purchase price to be paid per share of $[●] (93.75% of Option Share and accompanying Option Warrant shall be equal to the public offering price allocated per Firm Share and accompanying Firm Warrant set forth in Section 1.1.1 hereof. The Firm Warrants and the Options Warrants are hereinafter collectively referred to each Firm Share) (as the “Option SharesWarrants.” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] The shares of Common Stock (15% of into which the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Warrants are exercisable are hereinafter referred to as the “Option SecuritiesWarrant Shares.” The Firm Securities and the Option Securities are hereinafter collectively referred to as the “Primary Securities.” The Primary Securities and Warrant Shares are hereinafter collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Primary Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the Company hereby grants to the Underwriters Underwriter an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) purchase up to [●] 18,000,000 additional shares of its Common Stock representing fifteen percent (15% %) of the Firm Shares) at a purchase price per share shares of $[●] (93.75% of Common Stock sold in the public offering price allocated to each Firm Share) (the “Option Shares,” and together along with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock 18,000,000 Pre-funded Warrants representing fifteen percent (15% %) of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Pre-funded Warrants sold in the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Pre-funded Warrants”), and/or up to 9,000,000 Class C-1 Warrants representing fifteen percent (15%) of the Class C-1 Warrants sold in the offering (the “Option Class C-1 Warrants” and ), and/or up to 18,000,000 Class C-2 Warrants representing fifteen percent (15%) of the Class C-2 Warrants sold in the offering (the “Option Class C-2 Common Warrants,” together with the Firm Option Shares, the Option Pre-funded Warrants, and the Option Class C-1 Warrants, the “WarrantsOption Securities”), which may be purchased in any combination of Option Shares and/or from the Option WarrantsCompany. The purchase price to be paid per Option Share, Option Pre-funded Warrant, per Option Class C-1 Warrant and per Option Class C-2 Warrant shall be as set forth on Schedule 2-A hereto. The Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, are hereinafter referred to as the “Option Securities.” The Securities and the Option Securities are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package Package, and the Prospectus referred to below. The Pre-funded Warrants, the Common Warrants, the Option Pre-funded Warrants, the Option Class C-1 Warrants, and the Option Class C-2 Warrant are hereinafter referred to together as the “Warrants.” The Firm Securities, the Option Securities, and the shares of Common Stock underlying the Warrants, are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Firm Securities and the Option Securities, if any, is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the Company hereby grants to the Underwriters Underwriter an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) purchase up to [●] additional shares of its Common Stock representing fifteen percent (15% %) of the Firm Shares) at a purchase price per share shares of $[●] (93.75% of Common Stock sold in the public offering price allocated to each Firm Share) (the “Option Shares,” and together along with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock Pre-funded Warrants representing fifteen percent (15% %) of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Pre-funded Warrants sold in the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Pre-funded Warrants”), and/or up to [●] Class C-1 Warrants representing fifteen percent (15%) of the Class C-1 Warrants sold in the offering (the “Option Class C-1 Warrants” and ), and/or up to [●] Class C-2 Warrants representing fifteen percent (15%) of the Class C-2 Warrants sold in the offering (the “Option Class C-2 Common Warrants,” together with the Firm Option Shares, the Option Pre-funded Warrants, and the Option Class C-1 Warrants, the “WarrantsOption Securities”), which may be purchased in any combination of Option Shares and/or from the Option WarrantsCompany. The purchase price to be paid per Option Share, Option Pre-funded Warrant, per Option Class C-1 Warrant and per Option Class C-2 Warrant shall be as set forth on Schedule 2-A hereto. The Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, are hereinafter referred to as the “Option Securities.” The Securities and the Option Securities are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package Package, and the Prospectus referred to below. The Pre-funded Warrants, the Common Warrants, the Option Pre-funded Warrants, the Option Class C-1 Warrants, and the Option Class C-2 Warrant are hereinafter referred to together as the “Warrants.” The Firm Securities, the Option Securities, and the shares of Common Stock underlying the Warrants, are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Firm Securities and the Option Securities, if any, is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) ” to purchase, in the aggregate, : (a) up to [●__] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●__] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or ) and/or (b) (i) Series A warrants (the “Option Series A Warrants” and together with the Firm Series A Warrants, the “Series A Warrants”), in the form in the form attached hereto as Exhibit B, to purchase up to an aggregate of [●__] shares of Common Stock (15% of the “Option Series A Warrant Shares”) and (ii) Series B warrants (the “Option Series B Warrants” and together with the Firm Series B Warrants, the “Series B Warrants”) in the form in the form attached hereto as Exhibit C, to purchase an aggregate of [__] Common Stock (the “Option Series B Warrant Shares” and together with the Pre-Funded Warrant Shares, the Firm Series A Warrant Shares, the Firm Series B Warrant Shares and the Option Series A Warrant Shares, the “Warrant Shares”) at a purchase price of $0.009375 0.0093 per warrant (93.75% Option Series A Warrant to purchase one share of the public offering price allocated Common Stock and Series B Warrant to each Firm Warrant) (for purchase one-half of a full share of Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Stock. The Option Shares and/or the Option WarrantsSeries A Warrants Options Series B may be sold from time to time either together or separately in any combination to be determined by the Underwriters, except that the Option Series A Warrants and Option Series B Warrants will be sold in a fixed combination of (i) one Option Series A Warrant one share of Common Stock and (ii) one Option Series B Warrant to purchase one-half of a share of Common Stock. The Pre-Funded Warrants, Series A Warrants, Series B Warrants are collectively referred to as the “Warrants.” The Option Shares Shares, the Option Series A Warrants, the Option Series A Warrant Shares, the Option Series B Warrants and the Option Warrants, as well as the Common Series B Warrant Shares issuable upon exercise of the Option Warrants, are hereinafter collectively referred to as the “Option Securities.” The Firm Securities and the Option Securities are hereinafter collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to 9,000,000 additional shares of Common Stock (the “Option Shares”) and/or up to 9,000,000 additional Pre-Funded Warrants (the “Option Pre-Funded Warrants” and together with the Firm Pre-Funded Warrants, the “Pre-Funded Warrants”) and/or up to 9,000,000 additional Common Warrants (the “Option Common Warrants” and together with the Firm Common Warrants, the “Common Warrants”), representing fifteen percent (15%) of the Firm Units and/or Firm Pre-Funded Units sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] ). Such 9,000,000 additional shares of its Option Shares and/or 9,000,000 additional Option Pre-Funded Warrants and/or 9,000,000 additional Option Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), net proceeds of which may will be purchased in any combination of Option Shares and/or deposited with the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option WarrantsCompany’s account, are hereinafter referred to as the “Option Securities.” The purchase price to be paid per Option Share shall be equal to the price per Firm Unit set forth in Section 1.1.1 hereof. The purchase price to be paid per Option Pre-Funded Warrant shall be equal to the price per Firm Pre-Funded Unit set forth in Section 1.1.1 hereof. The purchase price to be paid per Option Common Warrant shall be equal to $0.0001 per Option Common Warrant The Firm Securities and the Option Securities are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the Company hereby grants to the Underwriters Underwriter an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) purchase up to [●] 6,400,000 additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares,” and together along with the Firm Shares, the “Shares”) and/or Pre-funded Warrants (the “Option Pre-funded Warrants”), and/or representing fifteen percent (b15%) warrants to purchase up to [●] of the shares of Common Stock and Pre-funded Warrants sold in the offering, and/or up to 640,000 Series A Warrants representing fifteen percent (15% %) of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Series A Warrants sold in the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Series A Warrants” ), and/or up to 640,000 Series B Warrants representing fifteen percent (15%) of the Series B Warrants sold in the offering (the “Option Series B Common Warrants,” together with Option Series A Warrant, “Option Warrants”, and together with the Firm Option Shares, the Option Pre-funded Warrants, and the Option Series A Warrants, the “WarrantsOption Securities”), which may be purchased in any combination of Option Shares and/or from the Option WarrantsCompany. The purchase price to be paid per Option Share, Option Pre-funded Warrant, per Option Series A Warrant and per Option Series B Warrant shall be as set forth on Schedule 2-A hereto. The Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, are hereinafter referred to as the “Option Securities.” The Securities and the Option Securities are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package Package, and the Prospectus referred to below. The Pre-funded Warrants, the Common Warrants, the Option Pre-funded Warrants, the Option Series A Warrants, and the Option Series B Warrant are hereinafter referred to together as the “Warrants.” The Firm Securities, the Option Securities, and the shares of Common Stock underlying the Warrants, are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Firm Securities and the Option Securities, if any, is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Shares (or Preferred Shares) and Firm Warrants, the Company Representative is hereby grants to the Underwriters granted an option (the “Over-allotment Allotment Option”) to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock Shares (15% of the Firm Shares or Preferred Shares) at a purchase price per share of $[●] (93.7592% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares and Preferred Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock Shares (15% of the Firm Warrants) at a purchase price of $0.009375 0.0092 per warrant (93.7592% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, are hereinafter referred to as the “Option Securities.” The Firm Securities and the Option Securities are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the The Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchasepurchase up to an additional _______ shares of Common Stock, representing up to fifteen percent (15%) of the Firm Shares sold in the aggregateoffering (the “Option Shares”), (a) and/or ______ Warrants to purchase an additional ________ shares of Common Stock, representing up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Warrants sold in the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) Offering (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination each case for the purpose of Option Shares and/or the Option Warrantscovering over-allotments of such securities, if any. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and the Option Warrants together, solely Option Shares, solely Option Warrants, as well as the Common Shares issuable upon exercise of the or any combination thereof (each, an “Option WarrantsSecurity” and collectively, are hereinafter referred to as the “Option Securities.” ”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities, the shares of Common Stock underlying the Firm Warrants, and the shares of Common Stock underlying the Option Warrants are referred to herein collectively as the “Public Securities.” The Public Firm Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The Firm Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agreement, dated on or before the Closing Date, between the Company and American Stock Transfer & Trust Company, as warrant agent (the “Warrant Agency Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters Underwriter an option to purchase, in the aggregate, up to (a) [•] additional shares of Common Stock (the “Option Shares”), at a purchase price of $[•] per Option Share and/or (b) [•] additional Class A warrants to purchase up to an additional [•] shares of Common Stock (the “Option Class A Warrants”, and together with the Firm Class A Warrants, the “Class A Warrants”), at a purchase price of $0.01 per Option Class A Warrant, and/or (c) [•] additional Class B warrants to purchase up to an additional [•] shares of Common Stock (the “Option Class B Warrants”, and together with the Option Shares and the Option Class A Warrants, the “Option Securities”), at a purchase price of $0.01 per Option Class B Warrant, representing fifteen percent (15%) of the Firm Shares, fifteen percent (15%) of the Firm Class A Warrants and fifteen percent (15%) of the Firm Class B Warrants sold in the offering (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of from the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”)Company, which may be purchased in any combination of Option Shares and/or Option Class A Warrants and/or Option Class B Warrants, the Option Warrantsnet proceeds of which will be deposited with the Company’s account. The Option Firm Shares and the Option Shares are hereinafter referred to together as the “Shares.” The Firm Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Class A Warrants and the Option Class B Warrants are hereinafter referred to as the “Option SecuritiesWarrants.” The Securities Firm Class A Warrants and the Option Securities Class A Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agency agreement, dated on or before the Closing Date, between the Company and Island Capital Management, LLC, doing business as Island Stock Transfer, as warrant agent (the “Warrant Agreement”), and a warrant certificate issued by the Company. The Class B Warrants shall be have the rights and privileges set forth in a warrant certificate issued by the Company. The Shares, the Warrants and the shares of Common Stock underlying the Warrants are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the The Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchasepurchase up to an additional 652,950 shares of Common Stock, representing up to fifteen percent (15%) of the Firm Shares sold in the aggregateoffering (the “Option Shares”), (a) and/or 1,305,900 Warrants to purchase an additional 1,305,900 shares of Common Stock, representing up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Warrants sold in the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) Offering (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination each case for the purpose of Option Shares and/or the Option Warrantscovering over-allotments of such securities, if any. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and the Option Warrants together, solely Option Shares, solely Option Warrants, as well as the Common Shares issuable upon exercise of the or any combination thereof (each, an “Option WarrantsSecurity” and collectively, are hereinafter referred to as the “Option Securities.” ”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities, the shares of Common Stock underlying the Firm Warrants, and the shares of Common Stock underlying the Option Warrants are referred to herein collectively as the “Public Securities.” The Public Firm Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The Firm Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agreement, dated on or before the Closing Date, between the Company and Worldwide Stock Transfer, LLC, as warrant agent (the “Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to 0 additional Common Shares and/or additional Pre-Funded Warrants to purchase up to 0 additional Common Shares, together representing an aggregate of fifteen percent (15%) of the Firm Securities sold in the offering, from the Company (the “Over-allotment Option”) ). Such 0 additional Common Shares, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the as “Option Shares.” and together with the Firm Such additional Pre-Funded Warrants to purchase 0 Common Shares, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Shares”), and/or (b) warrants Option Pre-Funded Warrants.” The Firm Pre-Funded Warrants and the Option Pre-Funded Warrants may be referred to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (herein collectively as the “Option Warrants” and together with the Firm Warrants, the “Pre-Funded Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, are hereinafter Pre-Funded Warrants may be referred to herein collectively as the “Option Securities.” The purchase price to be paid per Option Share and per Option Pre-Funded Warrant shall be equal to the price per Firm Share and per Firm Pre-Funded Warrant in Section 1.1.1 hereof. The Firm Securities, the Option Securities and the Option Securities Underlying Shares (defined below) are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowProspectus. The certificate (the “Pre-Funded Warrant Certificate”) evidencing the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, if any, will be in the form attached hereto as Exhibit A. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters Representative an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] 450,000 additional shares of its Common Stock (and/or Pre-Funded Warrants, representing 15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Shares and Firm Pre-Funded Warrants sold in the public offering price allocated to each Firm Share) from the Company (the “Option Shares” or “Option Pre-Funded Warrants,” as applicable). The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1(ii) hereof and together with the purchase price to be paid per Option Pre-Funded Warrant shall be equal to the price per Firm SharesPre-Funded Warrant set forth in Section 1.1.1(ii) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Pre-Funded Warrants together, solely Option Shares or solely Option Pre-Funded Warrants, or any combination thereof (each, an “Option Security” and collectively, the “SharesOption Securities”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares Firm Securities and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Securities are hereinafter collectively referred to as the “Option Securities.” The Securities and the Option Securities Underlying Shares (as defined below), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowProspectus. The certificate (the “Pre-Funded Warrant Certificate”) evidencing the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, if any, will be in the form attached hereto as Exhibit A. The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the Company hereby grants to the Underwriters Underwriter an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) purchase up to [●] additional shares of its Common Stock representing fifteen percent (15% %) of the Firm Shares) at a purchase price per share shares of $[●] (93.75% of Common Stock sold in the public offering price allocated to each Firm Share) (the “Option Shares,” and together along with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock Pre-funded Warrants representing fifteen percent (15% %) of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Pre-funded Warrants sold in the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Pre-funded Warrants”), and/or up to [●] Series A Warrants representing fifteen percent (15%) of the Sereis A Warrants sold in the offering (the “Option Series A Warrants” and ), and/or up to [●] Series B Warrants representing fifteen percent (15%) of the Sereis B Warrants sold in the offering (the “Option Series B Common Warrants,” together with the Firm Option Shares, the Option Pre-funded Warrants, and the Option Series A Warrants, the “WarrantsOption Securities”), which may be purchased in any combination of Option Shares and/or from the Option WarrantsCompany. The purchase price to be paid per Option Share, Option Pre-funded Warrant, per Option Series A Warrant and per Option Series B Warrant shall be as set forth on Schedule 2-A hereto. The Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, are hereinafter referred to as the “Option Securities.” The Securities and the Option Securities are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package Package, and the Prospectus referred to below. The Pre-funded Warrants, the Common Warrants, the Option Pre-funded Warrants, the Option Series A Warrants, and the Option Series B Warrant are hereinafter referred to together as the “Warrants.” The Firm Securities, the Option Securities, and the shares of Common Stock underlying the Warrants, are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Firm Securities and the Option Securities, if any, is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to additional shares of Series A Preferred Stock, representing fifteen percent (15%) of the Firm Shares sold in the offering, and/or up to additional Warrants, representing fifteen percent (15%) of the Firm Warrants sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] ). Such additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm SharesSeries A Preferred Stock, the “Shares”), and/or (b) warrants to purchase up to [●] shares net proceeds of Common Stock (15% of which will be deposited in the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option WarrantsCompany’s account, are hereinafter referred to as “Option Shares,” and such additional Warrants are hereinafter referred to as “Option Warrants,” and collectively as the “Option Securities.” The purchase price to be paid by the Underwriters per Option Share shall be $ and the purchase price per Option Warrant shall be $ . The Firm Shares, the Option Shares are hereinafter referred together as the “Public Shares,” and the Firm Warrants, Option Warrants are hereinafter referred to as the “Public Warrants.” The Firm Securities and the Option Securities are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters Underwriter an option to purchase, in the aggregate, up to (a) [•] additional shares of Common Stock (the “Option Shares”), at a purchase price of $[•] per Option Share and/or (b) [•] additional warrants to purchase up to an additional [•] shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”), at a purchase price of $0.01 per Option Warrant, representing fifteen percent (15%) of the Firm Shares and Firm Warrants sold in the offering (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of from the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”)Company, which may be purchased in any combination of Option Shares and/or the Option Warrants, the net proceeds of which will be deposited with the Company’s account. The Option Firm Shares and the Option Warrants, as well Shares are hereinafter referred to together as the Common Shares issuable upon exercise of “Shares.” The Firm Warrants and the Option Warrants, Warrants are hereinafter referred to as the “Option SecuritiesWarrants.” The Securities Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agency agreement, dated on or before the Closing Date, between the Company and Island Capital Management, LLC, doing business as Island Stock Transfer, as warrant agent (the “Warrant Agreement”). The Shares, the Warrants and the Option Securities shares of Common Stock underlying the Warrants are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchasepurchase up to an additional _______ shares of Common Stock, representing up to fifteen percent (15%) of the Firm Shares sold in the aggregateoffering (the “Option Shares”), (a) and/or ______ Warrants to purchase an additional ________ shares of Common Stock, representing up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Warrants sold in the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) Offering (the “Option Warrants”), in each case for the purpose of covering over-allotments of such securities, if any. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, solely Option Shares, solely Option Warrants, or any combination thereof (each, an “Option Security” and together with the Firm Warrantscollectively, the “WarrantsOption Securities”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares Firm Securities and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Securities are hereinafter collectively referred to as the “Option Securities.” The Securities Securities, the Underlying Common Stock (as defined below) and the Option Securities Warrants are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to (as defined below). The Firm Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and Pacific Stock Transfer, as warrant agent (the “Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments allotments, if any, and for market stabilization purposes, in connection with the distribution and sale of the Initial Units, the Company hereby grants to the Underwriters an option (the “Over-allotment Allotment Option”) to purchase, in the aggregate, (a) purchase up to [●] 7,118,644 additional shares of its Common Stock units from the Company (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the an “Option SharesAdditional Unit” and together with the Firm Sharescollectively, the “SharesAdditional Units”), and/or (b) warrants to purchase up to [●] shares of Common Stock representing fifteen percent (15% %) of the Firm Warrants) at a purchase price Initial Units. Each Additional Unit shall consist of $0.009375 per warrant (93.75% one common share in the capital of the public offering price allocated to Company (each Firm Warrant) (for a full Common an “Additional Share) (the “Option Warrants” and together with the Firm Warrantscollectively, the “Additional Shares”) and one-half of one common share purchase warrant of the Company (each whole warrant, an “Additional Warrant” and collectively, the “Additional Warrants”), which may be purchased in any combination of Option Shares and/or with each Additional Warrant having the Option same terms as the Initial Warrants. The Option Shares purchase price to be paid per Additional Unit shall be equal to the Offering Price. The common shares underlying the Additional Warrants and the Option Warrants, as well as the Common Initial Warrant Shares issuable upon exercise of the Option Warrants, are hereinafter referred to as the “Option Securities.” Warrant Shares”. The Securities Initial Shares, the Additional Shares and the Option Securities Warrant Shares are collectively hereinafter referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.” The fee payable by the Company to the Underwriters pursuant to the purchase of the Additional Units shall be paid in cash in respect of an amount equal to 4.0% of the gross proceeds resulting from the exercise of the Over-Allotment Option and in common shares of the Company to be issued at a price equal to the Offering Price in respect of an amount equal to 0.5% of the gross proceeds resulting from the exercise of the Over-Allotment Option (the “Underwriters’ Additional Shares” and together with the Underwriters’ Initial Shares, the “Underwriters’ Shares”).

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters Underwriter an option to purchase, in the aggregate, up to (a) [•] additional shares of Common Stock (the “Option Shares”), at a purchase price of $[•] per Option Share and/or (b) [•] additional Class A warrants to purchase up to an additional [•] shares of Common Stock (the “Option Class A Warrants”), at a purchase price of $0.01 per Option Class A Warrant, and/or (c) [•] additional Class B warrants to purchase up to an additional [•] shares of Common Stock (the “Option Class B Warrants”, and together with the Option Shares and the Option Class A Warrants, the “Option Securities”), at a purchase price of $0.01 per Option Class B Warrant, representing fifteen percent (15%) of the Firm Shares and fifteen percent (15%) of the shares of Common Stock underlying the Firm Warrants sold in the offering (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of from the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”)Company, which may be purchased in any combination of Option Shares and/or Option Class A Warrants and/or Option Class B Warrants, the Option Warrantsnet proceeds of which will be deposited with the Company’s account. The Option Firm Shares and the Option Shares are hereinafter referred to together as the “Shares.” The Firm Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Class A Warrants and the Option Class B Warrants are hereinafter referred to as the “Option SecuritiesWarrants.” The Securities Class A Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agency agreement, dated on or before the Closing Date, between the Company and Island Capital Management, LLC, doing business as Island Stock Transfer, as warrant agent (the “Warrant Agreement”), and a warrant certificate issued by the Company. The Class B Warrants shall be have the rights and privileges set forth in a warrant certificate issued by the Company. The Shares, the Warrants and the Option Securities shares of Common Stock underlying the Warrants are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to additional shares of Series A Preferred Stock, representing fifteen percent (15%) of the Firm Shares sold in the offering, and/or up to additional Warrants, representing fifteen percent (15%) of the Firm Warrants sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] ). Such additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm SharesSeries A Preferred Stock, the “Shares”), and/or (b) warrants to purchase up to [●] shares net proceeds of Common Stock (15% of which will be deposited in the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option WarrantsCompany’s account, are hereinafter referred to as “Option Shares,” and such additional Warrants are hereinafter referred to as “Option Warrants,” and collectively as the “Option Securities.” The purchase price to be paid by the Underwriters per Option Share shall be $ and the purchase price per Option Warrant shall be $ . The Firm Shares and the Option Shares are hereinafter referred together as the “Public Shares,” and the Firm Warrants and Option Warrants are hereinafter referred to together as the “Public Warrants.” The Firm Securities and the Option Securities are collectively referred hereinafter referrred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company and the Selling Stockholders hereby grants grant to the Underwriters Representative an option (the “Over-allotment Option”) to purchase, in the aggregate, up to (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” ”) and together with the Firm Shares, the “Shares”), and/or (b) warrants [●] additional Warrants to purchase up to an additional [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together and, collectively with the Firm WarrantsOption Shares, the “WarrantsOption Securities”), representing fifteen percent (15%) of the Firm Shares and Firm Warrants sold in the offering, from the Company which may be purchased in any combination of Option Shares and/or the Option Warrants. Among the [●] Option Shares, [●] shares of Common Stock (each, a “Company Offering Option Share” and collectively, the “Company Offering Option Shares”) will be issued by the Company, and [●] shares of Common Stock (each, a “Selling Stockholder Option Share” and collectively, the “Selling Stockholder Option Shares”) will be sold by the Selling Stockholders, as set forth in Schedule 2-A. Each Company Offering Firm Share or Company Offering Option Share is a “Company Offering Share” and collectively are the Company Offering Shares. Each Selling Stockholder Firm Share or Selling Stockholder Option Share is a “Selling Stockholder Share” and collectively are the Selling Stockholder Shares. All of the [●] Option Warrants will be issued by the Company. The net proceeds of the Company Offering Option Shares and the Option Warrants, as well as Warrants will be deposited with the Common Shares issuable upon exercise Company’s account. The net proceeds of the Selling Stockholder Option Warrants, Shares will be deposited with the Selling Stockholders’ accounts. The purchase price to be paid per Option Share shall be equal to the price per Firm Security set forth in Section 1.1.1 hereof and the purchase price to be paid per Option Warrant shall be $0.001. The Firm Shares and the Option Shares are hereinafter referred to as the “Option SecuritiesShares.” The Securities Firm Warrants and the Option Securities Warrants are collectively hereinafter referred to as the “Warrants.” The Shares, the Warrants and the shares of Common Stock underlying the Warrants are hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the The Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchasepurchase up to an additional _______ shares of Common Stock, representing up to fifteen percent (15%) of the Firm Shares included in the aggregateFirm Units sold in the offering (the “Option Shares”), (a) and/or __________ Warrants to purchase an additional __________ shares of Common Stock, representing up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with Warrants included in the Firm Shares, Units sold in the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) Offering (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination each case for the purpose of Option Shares and/or the Option Warrantscovering over-allotments of such securities, if any. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price and the purchase price to be paid per Option Warrant shall be $0.0001. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and the Option Warrants together, solely Option Shares, solely Option Warrants, as well as the Common Shares issuable upon exercise of the or any combination thereof (each, an “Option WarrantsSecurity” and collectively, are hereinafter referred to as the “Option Securities.” ”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities, the shares of Common Stock underlying the Firm Warrants, and the shares of Common Stock underlying the Option Warrants are referred to herein collectively as the “Public Securities.” The Public Securities Firm Warrants and the Option Warrants, if any, shall be issued directly by the Company pursuant to, and shall have the rights and privileges described in set forth in, a warrant agreement, dated on or before the Registration StatementClosing Date, between the Pricing Disclosure Package Company and VStock Transfer, LLC, as warrant agent (the Prospectus referred to below“Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the The Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) purchase up to an additional [●•] additional shares of its Common Stock (Stock, representing up to 15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Shares sold in the public offering price allocated to each Firm Share) Offering (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants [•] Warrants to purchase up to an additional [●•] shares of Common Stock (Stock, representing up to 15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Warrants sold in the public offering price allocated to each Firm Warrant) (for a full Common Share) Offering (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination each case for the purpose of Option Shares and/or the Option Warrantscovering over-allotments of such securities, if any. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and the Option Warrants together, solely Option Shares, solely Option Warrants, as well as the Common Shares issuable upon exercise of the or any combination thereof (each, an “Option WarrantsSecurity” and collectively, are hereinafter referred to as the “Option Securities.” ”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities, the shares of Common Stock underlying the Firm Warrants, and the shares of Common Stock underlying the Option Warrants are referred to herein collectively as the “Public Securities.” The Public Firm Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The Firm Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agreement, dated on or before the Closing Date, between the Company and Corporate Stock Transfer, Inc., as warrant agent (the “Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the The Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchasepurchase up to an additional 375,000 shares of Common Stock, representing up to fifteen percent (15%) of the Firm Shares included in the aggregateFirm Units sold in the offering (the “Option Shares”), (a) and/or Warrants to purchase an additional 375,000 shares of Common Stock, representing up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with Warrants included in the Firm Shares, Units sold in the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) Offering (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination each case for the purpose of Option Shares and/or the Option Warrantscovering over-allotments of such securities, if any. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price (i.e., $4.64) and the purchase price to be paid per Option Warrant shall be $0.01. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and the Option Warrants together, solely Option Shares, solely Option Warrants, as well as the Common Shares issuable upon exercise of the or any combination thereof (each, an “Option WarrantsSecurity” and collectively, are hereinafter referred to as the “Option Securities.” ”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities, the shares of Common Stock underlying the Firm Warrants, and the shares of Common Stock underlying the Option Warrants are referred to herein collectively as the “Public Securities.” The Public Securities Firm Warrants and the Option Warrants, if any, shall be issued directly by the Company pursuant to, and shall have the rights and privileges described in set forth in, a warrant agreement, dated on or before the Registration StatementClosing Date, between the Pricing Disclosure Package Company and VStock Transfer, LLC, as warrant agent (the Prospectus referred to below“Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to [1,936,483] additional shares of Common Stock (the “Option Shares”) and/or Pre-Funded Warrants, if any (the “Option Pre-Funded Warrants” and, together with the Pre-Funded Warrants, if any, the “Warrants”), representing fifteen percent (15%) of the Firm Securities sold in the offering, from the Company (the “Over-allotment Option”) ). The Pre-Funded Warrants and the Option Pre-Funded Warrants are hereinafter collectively referred to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (as the “Option SharesWarrants.” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] The shares of Common Stock (15% of into which the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated Option Pre-Funded Warrants are exercisable are hereinafter referred to each Firm Warrant) (for a full Common Share) (as the “Option WarrantsPre-Funded Warrant Shares.” and together with The shares of Common Stock into which the Firm Warrants, Warrants are exercisable are hereinafter referred to as the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. Warrant Shares.” The Option Shares and the Option Warrants, as well as the Common Pre-Funded Warrants Shares issuable upon exercise of the Option Warrants, are hereinafter referred to as the “Option Securities.” The Firm Securities and the Option Securities are hereinafter collectively referred to as the “Primary Securities.” The Primary Securities and the Warrant Shares are hereinafter collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Primary Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters Representative an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) purchase up to [●__] additional shares of its Common Stock and/or Pre-Funded Warrants, representing fifteen percent (15% %) of the Firm Shares) at a purchase price per share of $[●] (93.75% of Shares and Firm Pre-Funded Warrants sold in the public offering price allocated to each Firm Share) offering, from the Company (the “Option Shares” or “Option Pre-Funded Warrants,” as applicable). The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1(ii) hereof and together with the purchase price to be paid per Option Pre-Funded Warrant shall be equal to the price per Firm SharesPre-Funded Warrant set forth in Section 1.1.1(ii) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Pre-Funded Warrants together, solely Option Shares or solely Option Pre-Funded Warrants, or any combination thereof (each, an “Option Security” and collectively, the “SharesOption Securities”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares Firm Securities and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Securities are hereinafter collectively referred to as the “Option Securities.” The Securities and the Option Securities Underlying Shares (as defined below), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowProspectus. The certificate (the “Pre-Funded Warrant Certificate”) evidencing the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, if any, will be in the form attached hereto as Exhibit A. The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Company hereby grants to the Underwriters an option to purchase up to [•] additional shares of Common Stock, representing fifteen percent (15%) of the shares of Common Stock sold as part of the Firm Units sold in the offering (the “Option Shares”), and/or up to [•] additional Warrants, representing fifteen percent (15%) of the Warrants sold as part of the Firm Units sold in the offering (the “Option Warrants” and collectively with the Option Shares, the “Option Securities”), from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a ). The purchase price to be paid per share of Option Share shall be equal to $[●•] (93.75% of and the public offering purchase price allocated to each Firm Share) (the “be paid per Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to Warrant shall be $[●] •]. The shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Firm Warrants and the Option Warrants, Warrants are hereinafter referred to as the “Option SecuritiesWarrant Shares.” The Securities Firm Units, the Warrant Shares and the Option Securities Units are collectively hereinafter referred to together as the “Public Securities.” The Public Securities Firm Warrants and the Option Warrants, if any, shall be issued directly by the Company pursuant to, and shall have the rights and privileges described in set forth in, a warrant agent agreement, dated on or before the Registration StatementClosing Date, between the Pricing Disclosure Package Company and West Coast Transfer, Inc., as warrant agent (the Prospectus referred to below“Warrant Agent Agreement”). The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to [__] additional shares of Common Stock (the “Option Shares”) and/or [ ] additional Pre-Funded Warrants to purchase an aggregate of [__] shares of Common Stock (the “Option Pre-Funded Warrants,” and collectively with the Option Shares, the “Option Securities”), representing fifteen percent (15%) of the Firm Shares and/or Firm Pre-Funded Warrants sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a ). The purchase price to be paid per share of $[●] (93.75% of Option Share and Option Pre-Funded Warrant shall be equal to the public offering price allocated per Firm Share and Firm Pre-Funded Warrant set forth in Section 1.1.1 hereof. The Firm Pre-Funded Warrants and the Options Pre-Funded Warrants are hereinafter collectively referred to each Firm Share) (as the “Option SharesPre-Funded Warrants.” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] The shares of Common Stock (15% of into which the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Pre-Funded Warrants are exercisable are hereinafter referred to as the “Option SecuritiesPre-Funded Warrant Shares.” The Firm Securities and the Option Securities are hereinafter collectively referred to as the “Primary Securities.” The Primary Securities and Pre-Funded Warrant Shares are hereinafter collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Primary Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters Representative an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] 91,050 additional shares of its Common Stock (and/or Pre-Funded Warrants, representing 15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Shares and Firm Pre-Funded Warrants sold in the public offering price allocated to each Firm Share) from the Company (the “Option Shares” or “Option Pre-Funded Warrants,” as applicable). The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1(ii) hereof and together with the purchase price to be paid per Option Pre-Funded Warrant shall be equal to the price per Firm SharesPre-Funded Warrant set forth in Section 1.1.1(ii) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Pre-Funded Warrants together, solely Option Shares or solely Option Pre-Funded Warrants, or any combination thereof (each, an “Option Security” and collectively, the “SharesOption Securities”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares Firm Securities and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Securities are hereinafter collectively referred to as the “Option Securities.” The Securities and the Option Securities Underlying Shares (as defined below), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowProspectus. The certificate (the “Pre-Funded Warrant Certificate”) evidencing the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, if any, will be in the form attached hereto as Exhibit A. The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Shares and Firm Warrants, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] 352,950 additional shares Common Shares, representing fifteen percent (15%) of its the Firm Shares sold in the offering (the “Option Shares”) and/or up to 705,900 Warrants to purchase an aggregate of an additional 705,900 Common Stock (Shares, representing 15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Warrants sold in the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) Offering (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and the Option Warrants together, solely Option Shares, solely Option Warrants, as well as the Common Shares issuable upon exercise of the or any combination thereof (each, an “Option WarrantsSecurity” and collectively, are hereinafter referred to as the “Option Securities.” ”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities and the Underlying Common Shares (as defined below), are collectively referred to as the "Public Securities.” " The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowProspectus. The Firm Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agreement, dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent (the “Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “"Offering.”"

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters Representative an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] 750,000 additional shares of its Common Stock (and/or Pre-Funded Warrants, representing 15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Shares and Firm Pre-Funded Warrants sold in the public offering price allocated to each Firm Share) from the Company (the “Option Shares” or “Option Pre-Funded Warrants,” as applicable). The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1(ii) hereof and together with the purchase price to be paid per Option Pre-Funded Warrant shall be equal to the price per Firm SharesPre-Funded Warrant set forth in Section 1.1.1(ii) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Pre-Funded Warrants together, solely Option Shares or solely Option Pre-Funded Warrants, or any combination thereof (each, an “Option Security” and collectively, the “SharesOption Securities”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares Firm Securities and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Securities are hereinafter collectively referred to as the “Option Securities.” The Securities and the Option Securities Underlying Shares (as defined below), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowProspectus. The certificate (the “Pre-Funded Warrant Certificate”) evidencing the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, if any, will be in the form attached hereto as Exhibit A. The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase [●] additional shares of Common Stock and/or additional Firm Pre-Funded Warrants to purchase [●] additional shares of Common Stock, together representing an aggregate of fifteen percent (15%) of the Firm Securities sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] ). Such additional shares of its Common Stock (15% Stock, the net proceeds of which will be deposited with the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated Company’s account, are hereinafter referred to each Firm Share) (the as “Option Shares.” and together with the Such additional Firm Shares, the “Shares”), and/or (b) warrants Pre-Funded Warrants to purchase up to [●] shares of Common Stock (15% Stock, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Pre-Funded Warrants.” The Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Pre-Funded Warrants and the public offering price allocated Option Pre-Funded Warrants may be referred to each Firm Warrant) (for a full Common Share) (herein collectively as the “Option Warrants” and together with the Firm Warrants, the “Pre-Funded Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, are hereinafter Pre-Funded Warrants may be referred to herein collectively as the “Option Securities.” The purchase price to be paid per Option Share and per Option Pre-Funded Warrant shall be equal to the price per Firm Share and per Firm Pre-Funded Warrant in Section 1.1.1 hereof. The Firm Securities, the Option Securities and the Option Securities Underlying Shares (defined below) are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowProspectus. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the The Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchasepurchase up to an additional _________ shares of Common Stock, representing up to fifteen percent (15%) of the Firm Shares included in the aggregateFirm Units sold in the offering (the “Option Shares”), (a) and/or Warrants to purchase an additional _____________ shares of Common Stock, representing up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with Warrants included in the Firm Shares, Units sold in the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) Offering (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination each case for the purpose of Option Shares and/or the Option Warrantscovering over-allotments of such securities, if any. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price (i.e., $_____) and the purchase price to be paid per Option Warrant shall be $0.01. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and the Option Warrants together, solely Option Shares, solely Option Warrants, as well as the Common Shares issuable upon exercise of the or any combination thereof (each, an “Option WarrantsSecurity” and collectively, are hereinafter referred to as the “Option Securities.” ”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities, the shares of Common Stock underlying the Firm Warrants, and the shares of Common Stock underlying the Option Warrants are referred to herein collectively as the “Public Securities.” The Public Securities Firm Warrants and the Option Warrants, if any, shall be issued directly by the Company pursuant to, and shall have the rights and privileges described in set forth in, a warrant agreement, dated on or before the Registration StatementClosing Date, between the Pricing Disclosure Package Company and Philadelphia Stock Transfer, Inc. as warrant agent (the Prospectus referred to below“Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters Representative an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] 795,000 additional shares of its Common Stock (and/or Pre-Funded Warrants, representing 15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Shares and Firm Pre-Funded Warrants sold in the public offering price allocated to each Firm Share) from the Company (the “Option Shares” or “Option Pre-Funded Warrants,” as applicable). The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1(ii) hereof and together with the purchase price to be paid per Option Pre-Funded Warrant shall be equal to the price per Firm SharesPre-Funded Warrant set forth in Section 1.1.1(ii) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Pre-Funded Warrants together, solely Option Shares or solely Option Pre-Funded Warrants, or any combination thereof (each, an “Option Security” and collectively, the “SharesOption Securities”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares Firm Securities and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Securities are hereinafter collectively referred to as the “Option Securities.” The Securities and the Option Securities Underlying Shares (as defined below), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowProspectus. The certificate (the “Pre-Funded Warrant Certificate”) evidencing the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, if any, will be in the form attached hereto as Exhibit A. The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) purchase up to [●___] additional shares of its Common Stock Ordinary Shares and/or Pre-Funded Warrants, representing fifteen percent (15% %) of the Firm Shares) at a purchase price per share of $[●] (93.75% of Securities sold in the public offering price allocated to each Firm Share) offering, from the Company (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (or the “Option Pre-Funded Warrants,” and together with the Firm Warrants, the “Warrants”as applicable), which may be purchased in any combination of Option Shares and/or the Option Warrants. The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 (ii) hereof, and the purchase price to be paid per Option Pre-Funded Warrant shall be equal to the price per Firm Pre-Funded Warrant set forth in Section 1.1.1(ii) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and the Option Pre-Funded Warrants together, solely Option Shares or solely Option Pre-Funded Warrants, as well as the Common Shares issuable upon exercise of the or any combination thereof (each, an “Option WarrantsSecurity” and collectively, are hereinafter referred to as the “Option Securities.” ”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities and the Underlying Shares (as defined below), are collectively referred to as the “Public Securities.” The Public Securities shall certificate evidencing the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, if any, will be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. form attached hereto as Exhibit A. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the The Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchasepurchase up to an additional 450,000 shares of Common Stock, representing up to fifteen percent (15%) of the Firm Shares sold in the aggregateoffering (the “Option Shares”), (a) and/or 450,000 Warrants to purchase an additional 450,000 shares of Common Stock, representing up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Warrants sold in the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) Offering (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination each case for the purpose of Option Shares and/or the Option Warrantscovering over-allotments of such securities, if any. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and the Option Warrants together, solely Option Shares, solely Option Warrants, as well as the Common Shares issuable upon exercise of the or any combination thereof (each, an “Option WarrantsSecurity” and collectively, are hereinafter referred to as the “Option Securities.” ”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities, the shares of Common Stock underlying the Firm Warrants, and the shares of Common Stock underlying the Option Warrants are referred to herein collectively as the “Public Securities.” The Public Firm Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The Firm Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agreement, dated on or before the Closing Date, between the Company and Issuer Direct Corporation, as warrant agent (the “Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the Company hereby grants to the Underwriters Underwriter an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) purchase up to [●•] additional shares of its Common Stock representing fifteen percent (15% %) of the Firm Shares) at a purchase price per share shares of $[●] (93.75% of Common Stock sold in the public offering price allocated to each Firm Share) (the “Option Shares,” and together along with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●•] shares of Common Stock Pre-funded Warrants representing fifteen percent (15% %) of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Pre-funded Warrants sold in the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Pre-funded Warrants”), and/or up to [•] Class B-1 Warrants representing fifteen percent (15%) of the Class B-1 Warrants sold in the offering (the “Option Class B-1 Warrants” and ), and/or up to [•] Class B-2 Warrants representing fifteen percent (15%) of the Class B-2 Warrants sold in the offering (the “Option Class B-2 Common Warrants,” together with the Firm Option Shares, the Option Pre-funded Warrants, and the Option Class B-1 Warrants, the “WarrantsOption Securities”), which may be purchased in any combination of Option Shares and/or from the Option WarrantsCompany. The purchase price to be paid per Option Share, Option Pre-funded Warrant, per Option Class B-1 Warrant and per Option Class B-2 Warrant shall be as set forth on Schedule 2-A hereto. The Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, are hereinafter referred to as the “Option Securities.” The Securities and the Option Securities are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package Package, and the Prospectus referred to below. The Pre-funded Warrants, the Common Warrants, the Option Pre-funded Warrants, the Option Class B-1 Warrants, and the Option Class B-2 Warrant are hereinafter referred to together as the “Warrants.” The Firm Securities, the Option Securities, and the shares of Common Stock underlying the Warrants, are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Firm Securities and the Option Securities, if any, is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to [●] additional Ordinary Shares (the “Option Shares”) and accompanying warrants to purchase an aggregate of [●] Ordinary Shares (the “Option Warrants,” and collectively with the Option Shares, the “Option Securities”), representing fifteen percent (15%) of the Firm Shares and Firm Warrants sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a ). The purchase price to be paid per share of $[●] (93.75% of Option Share and accompanying Option Warrant shall be equal to the public offering price allocated per Firm Share and accompanying Option Warrant set forth in Section 1.1.1 hereof. The Firm Warrants and the Options Warrants are hereinafter collectively referred to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, as the “Warrants”), .” The Ordinary Shares into which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Warrants are exercisable are hereinafter referred to as the “Option SecuritiesWarrant Shares.” The Firm Securities and the Option Securities are hereinafter collectively referred to as the “Primary Securities.” The Primary Securities and the Warrant Shares are hereinafter collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Primary Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchasepurchase up to an additional 258,750 shares of Common Stock, representing up to fifteen percent (15%) of the Firm Shares sold in the aggregateoffering (the “Option Shares”), (a) and/or 258,750 Warrants to purchase an additional 258,750 shares of Common Stock, representing up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Warrants sold in the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) Offering (the “Option Warrants”), in each case for the purpose of covering over-allotments of such securities, if any. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, solely Option Shares, solely Option Warrants, or any combination thereof (each, an “Option Security” and together with the Firm Warrantscollectively, the “WarrantsOption Securities”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares Firm Securities and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Securities are hereinafter collectively referred to as the “Option Securities.” The Securities Securities, the Underlying Common Stock (as defined below) and the Option Securities Warrants are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to (as defined below). The Firm Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and Pacific Stock Transfer, as warrant agent (the “Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) purchase up to [●] 297,000 additional shares of its Common Stock (15% sold as part of the Firm Shares) at a purchase price per share of $[●] (93.75% of Units sold in the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock 297,000 additional Unit A Warrants and up to 297,000 additional Unit B Warrants, representing fifteen percent (15% %) of the Warrants sold as part of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Units sold in the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together collectively with the Firm WarrantsOption Shares, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, are hereinafter referred to as the “Option Securities.”), from the Company. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price and the purchase price to be paid per Option Warrant shall be $0.01. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, solely Option Shares, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities, the shares of Common Stock underlying the Firm Warrants, and the shares of Common Stock underlying the Option Warrants are referred to herein collectively as the “Public Securities.” The Public Securities Firm Warrants and the Option Warrants, if any, shall be issued directly by the Company pursuant to, and shall have the rights and privileges described in set forth in, a warrant agreement, dated on or before the Registration StatementClosing Date, between the Pricing Disclosure Package Company and VStock Transfer, LLC, as warrant agent (the Prospectus referred to below“Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) purchase up to [●] additional shares of its Common Stock (15% sold as part of the Firm Shares) at a purchase price per share of $[●] (93.75% of Units sold in the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock additional Unit A Warrants and up to [●] additional Unit B Warrants, representing fifteen percent (15% %) of the Warrants sold as part of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Units sold in the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together collectively with the Firm WarrantsOption Shares, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, are hereinafter referred to as the “Option Securities.”), from the Company. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price and the purchase price to be paid per Option Warrant shall be $0.0001. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, solely Option Shares, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities, the shares of Common Stock underlying the Firm Warrants, and the shares of Common Stock underlying the Option Warrants are referred to herein collectively as the “Public Securities.” The Public Securities Firm Warrants and the Option Warrants, if any, shall be issued directly by the Company pursuant to, and shall have the rights and privileges described in set forth in, a warrant agreement, dated on or before the Registration StatementClosing Date, between the Pricing Disclosure Package Company and VStock Transfer, LLC, as warrant agent (the Prospectus referred to below“Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to [●] additional Ordinary Shares (the “Option Shares”) and accompanying warrants to purchase an aggregate of [●] Ordinary Shares (the “Option Warrants,” and collectively with the Option Shares, the “Option Securities”), representing fifteen percent (15%) of the Firm Shares and Firm Warrants sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a ). The purchase price to be paid per share of $[●] (93.75% of Option Share and accompanying Option Warrant shall be equal to the public offering price allocated per Firm Share and accompanying Firm Warrant set forth in Section 1.1.1 hereof. The Firm Warrants and the Options Warrants are hereinafter collectively referred to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, as the “Warrants”), .” The Ordinary Shares into which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Warrants are exercisable are hereinafter referred to as the “Option SecuritiesWarrant Shares.” The Firm Securities and the Option Securities are hereinafter collectively referred to as the “Primary Securities.” The Primary Securities and Warrant Shares are hereinafter collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Primary Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Company hereby grants to the Underwriters Underwriter an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] 143,835 additional shares of its Common Stock (Ordinary Shares, representing 15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Shares sold in the public offering price allocated to each Firm Share) from the Company (the “Option Shares” and together with the Firm ”) and/or up to 431,505 additional Warrants to purchase an aggregate of an additional 431,505 Ordinary Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (representing 15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Warrants sold in the public offering price allocated to each Firm Warrant) (for a full Common Share) from the Company (the “Option Warrants”). The purchase prices to be paid per Option Share and Option Warrant shall be as set forth on Schedule 2-A hereto. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, solely Option Shares, solely Option Warrants, or any combination thereof (each, an “Option Security” and together with the Firm Warrantscollectively, the “WarrantsOption Securities”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares Firm Units and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Securities are hereinafter collectively referred to as the “Option Securities.” The Securities and the Option Securities Underlying Ordinary Shares (as defined below), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowProspectus. The Firm Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agreement, dated on or before the Closing Date, between the Company and VStock Transfer LLC as warrant agent (the “Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering”.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to [●] additional shares of Common Stock, representing fifteen percent (15%) of the Firm Shares included in the Firm Units sold in the offering (the “Option Shares”) and/or up to [●] additional Warrants to purchase an additional [●] shares of Common Stock, representing fifteen percent (15%) of the Firm Warrants included in the Firm Units sold in the offering (the “Option Warrants”), from the Company (the “Over-allotment Option”) ). The purchase price to purchase, in be paid per Option Share and Option Warrant shall be equal to the aggregate, (a) up to [●] additional shares of its Common Stock (15% portion of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated Firm Unit allotted to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” Shares and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrantsrespectively. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and the Option Warrants together, solely Option Shares, solely Option Warrants, as well as the Common Shares issuable upon exercise of the or any combination thereof (each, an “Option WarrantsSecurity,” and, are hereinafter referred to as collectively, the “Option Securities.” ”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities, the shares of Common Stock underlying the Firm Warrants and the shares of Common Stock underlying the Option Warrants are referred to herein collectively as the “Public Securities.” The Public Securities Firm Warrants and the Option Warrants, if any, shall be issued directly by the Company pursuant to, and shall have the rights and privileges described in set forth in, a warrant agreement, dated on or before the Registration StatementClosing Date, between the Pricing Disclosure Package Company and ClearTrust, LLC, as warrant agent (the Prospectus referred to below“Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Units, the Company hereby grants to the Underwriters Underwriter an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) purchase up to [●] 4,200,000 additional shares of its Common Stock representing fifteen percent (15% %) of the Firm Shares) at a purchase price per share shares of $[●] (93.75% of Common Stock sold in the public offering price allocated to each Firm Share) (the “Option Shares,” and together along with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock 4,200,000 Pre-funded Warrants representing fifteen percent (15% %) of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Pre-funded Warrants sold in the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Pre-funded Warrants”), and/or up to 2,100,000 Class B-1 Warrants representing fifteen percent (15%) of the Class B-1 Warrants sold in the offering (the “Option Class B-1 Warrants” and ), and/or up to 4,200,000 Class B-2 Warrants representing fifteen percent (15%) of the Class B-2 Warrants sold in the offering (the “Option Class B-2 Common Warrants,” together with the Firm Option Shares, the Option Pre-funded Warrants, and the Option Class B-1 Warrants, the “WarrantsOption Securities”), which may be purchased in any combination of Option Shares and/or from the Option WarrantsCompany. The purchase price to be paid per Option Share, Option Pre-funded Warrant, per Option Class B-1 Warrant and per Option Class B-2 Warrant shall be as set forth on Schedule 2-A hereto. The Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, are hereinafter referred to as the “Option Securities.” The Securities and the Option Securities are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package Package, and the Prospectus referred to below. The Pre-funded Warrants, the Common Warrants, the Option Pre-funded Warrants, the Option Class B-1 Warrants, and the Option Class B-2 Warrant are hereinafter referred to together as the “Warrants.” The Firm Securities, the Option Securities, and the shares of Common Stock underlying the Warrants, are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Firm Securities and the Option Securities, if any, is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters Representative an option to purchase up to 2,678,700 additional ADSs (“Option Shares”) and/or additional Pre-Funded Warrants (“Option Warrants”), representing fifteen percent (15%) of the Firm Securities sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] ). Such additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), Shares and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “additional Option Warrants” and together with the Firm Warrants, the “Warrants”), net proceeds of which may will be purchased in any combination of Option Shares and/or deposited with the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option WarrantsCompany’s account, are hereinafter referred to as the “Option Securities.” The purchase price to be paid per Option Share and Option Warrant shall be equal to the price per Firm Share and Firm Warrant set forth in Section 1.1.1 hereof. The Firm Shares and the Option Shares are collectively referred to herein as the “Shares.” The firm Pre-Funded Warrants and the Option Warrants are collectively referred to herein as the “Public Warrants” and collectively with the Representative’s Warrants (as defined in Section 1.3 below) as the “Warrants.” The Firm Securities and the Option Securities are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.” The ADSs issuable upon exercise of the Warrants are collectively referred to herein as the “Warrant Shares”; and the Firm Securities, the Option Securities and the Warrant Shares are collectively referred to herein as the “Securities.” The terms of the Pre-Funded Warrants are set forth in the form of Pre-Funded Warrant attached hereto as Exhibit A.

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to 300,000 additional Ordinary Shares and/or additional Pre-Funded Warrants to purchase up to 300,000 additional Ordinary Shares, together representing an aggregate of fifteen percent (15%) of the Firm Securities sold in the offering, from the Company (the “Over-allotment Option”) ). Such 300,000 additional Ordinary Shares, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the as “Option Shares.” and together with the Firm Such additional Pre-Funded Warrants to purchase 300,000 Ordinary Shares, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Shares”), and/or (b) warrants Option Pre-Funded Warrants.” The Firm Pre-Funded Warrants and the Option Pre-Funded Warrants may be referred to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (herein collectively as the “Option Warrants” and together with the Firm Warrants, the “Pre-Funded Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, are hereinafter Pre-Funded Warrants may be referred to herein collectively as the “Option Securities.” The purchase price to be paid per Option Share and per Option Pre-Funded Warrant shall be equal to the price per Firm Share and per Firm Pre-Funded Warrant in Section 1.1.1 hereof. The Firm Securities, the Option Securities and the Option Securities Underlying Shares (defined below) are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowProspectus. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to 361,445 additional shares of Common Stock (the “Option Shares”) and accompanying warrants to purchase an aggregate of 361,445 shares of Common Stock (the “Option Warrants,” and collectively with the Option Shares, the “Option Securities”), representing fifteen percent (15%) of the Firm Shares and Firm Warrants sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] additional shares of its Common Stock (15% of the Firm Shares) at a ). The purchase price to be paid per share of $[●] (93.75% of Option Share and accompanying Option Warrant shall be equal to the public offering price allocated per Firm Share and accompanying Firm Warrant set forth in Section 1.1.1 hereof. The Firm Warrants and the Options Warrants are hereinafter collectively referred to each Firm Share) (as the “Option SharesWarrants.” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] The shares of Common Stock (15% of into which the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Warrants are exercisable are hereinafter referred to as the “Option SecuritiesWarrant Shares.” The Firm Securities and the Option Securities are hereinafter collectively referred to as the “Primary Securities.” The Primary Securities and Warrant Shares are hereinafter collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Primary Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option to purchase up to [•] additional shares of Common Stock (the “Option Shares”) and/or up to [•] additional Pre-Funded Warrants (the “Option Pre-Funded Warrants” and together with the Firm Pre-Funded Warrants, the “Pre-Funded Warrants”) and/or up to [•] additional Common Warrants (the “Option Common Warrants” and together with the Firm Common Warrants, the “Common Warrants”), representing fifteen percent (15%) of the Firm Units and/or Firm Pre-Funded Units sold in the offering, from the Company (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to ). Such [●•] additional shares of its Option Shares and/or [•] additional Option Pre-Funded Warrants and/or [•] additional Option Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” and together with the Firm Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) (the “Option Warrants” and together with the Firm Warrants, the “Warrants”), net proceeds of which may will be purchased in any combination of Option Shares and/or deposited with the Option Warrants. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option WarrantsCompany’s account, are hereinafter referred to as the “Option Securities.” The purchase price to be paid per Option Share shall be equal to the price per Firm Unit set forth in Section 1.1.1 hereof. The purchase price to be paid per Option Pre-Funded Warrant shall be equal to the price per Firm Pre-Funded Unit set forth in Section 1.1.1 hereof. The purchase price to be paid per Option Common Warrant shall be equal to $[0.001] per Option Common Warrant The Firm Securities and the Option Securities are collectively hereinafter referred to together as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein hereinafter referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the UnitsFirm Securities, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, up to (a) up to [●•] additional shares of its Common Stock (15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of the public offering price allocated to each Firm Share) (the “Option Shares” ”, and together along with the Firm SharesShares and the shares of Common Stock underlying the Underwriters’ Purchase Option (as defined below), the “Shares”), representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company, and/or (b) warrants to purchase up to [●•] shares of Common Stock (15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of the public offering price allocated to each Firm Warrant) (for a full Common Share) set forth on Schedule 2-A (the “Option Warrants” ”, and together along with the Firm WarrantsWarrants and the warrants underlying the Underwriters’ Purchase Option, the “Warrants”), which may be purchased in any combination of the Option Shares and/or the Option Warrants. The purchase price to be paid per Option Share and Option Warrant shall be equal to the respective price per Option Share and Option Warrant set forth in Schedule 2-A. The Option Shares and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Warrants are hereinafter referred to together as the “Option Securities.” The Securities and Firm Securities, the Option Securities Securities, as well as the shares of Common Stock issuable upon exercise of the Firm Warrants and Option Warrants, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. The offering and sale of the Public Securities is herein referred to as the “Offering.”

Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, (a) up to [●] ___ additional shares of its Common Stock (Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15% of the Firm Shares) at a purchase price per share of $[●] (93.75% of Shares and Firm Pre-funded Warrants sold in the public offering price allocated to each Firm Share) from the Company (the “Option Shares” and together with the Firm or “Option Pre-funded Warrants,” as applicable) and/or up to___ additional Warrants to purchase an aggregate of an additional ___ Ordinary Shares, the “Shares”), and/or (b) warrants to purchase up to [●] shares of Common Stock (representing 15% of the Firm Warrants) at a purchase price of $0.009375 per warrant (93.75% of Warrants sold in the public offering price allocated to each Firm Warrant) (for a full Common Share) from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Firm Share or Firm Pre-funded Warrant set forth in Section 1(a)(i)(B) hereof and the purchase price to be paid per Option Warrant shall be equal to the price per Firm Warrant set forth in Section 1(a)(i)(B) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, Solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and together with the Firm Warrantscollectively, the “WarrantsOption Securities”), which may be purchased in any combination of Option Shares and/or the Option Warrants. The Option Shares Firm Units and the Option Warrants, as well as the Common Shares issuable upon exercise of the Option Warrants, Securities are hereinafter collectively referred to as the “Option Securities.” The Securities and the Option Securities Underlying Ordinary Shares (as defined below), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowProspectus. The Firm Pre-funded Warrants and the Option Pre-funded Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agreement, dated on or before the Closing Date, between the Company and VStock Transfer LLC as warrant agent (the “Pre-funded Warrant Agreement”). The Firm Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agreement, dated on or before the Closing Date, between the Company and VStock Transfer LLC as warrant agent (the “Warrant Agreement”). The offering and sale of the Public Securities is herein referred to as the “Offering”.”