Common use of Over Allotment Option Clause in Contracts

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of (i) [_____] shares of Common Stock (the “Option Shares”) and (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (the “Option Warrants”, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Warrants, the “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any Option Units is equal to the product of the Unit Purchase Price multiplied by the number of Option Units to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Units prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of (i) [_____] 1,392,857 shares of Common Stock (the “Option Shares”) and (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (which may be purchased at the “Option Warrants”, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Warrants, the “Option Securities”)Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any the Option Units Shares is equal to the product of the Unit Share Purchase Price multiplied by the number of Option Units Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Shares within 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares to be purchased and the date and time for delivery of and payment for the Option Units Shares (each, an “Option Closing Date”), which will not be later than the earlier of three (i) 45 days after the Closing Date and (ii) two (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”) ), consisting of up to an aggregate of (i) [_____] shares of Common Stock (the “Option Shares”) and (ii) Investor ), Public Warrants exercisable for to purchase up to an aggregate of [_____] shares of Common Stock (collectively, the “Option Warrants”” and, and collectively together with the Option Units, Option Shares Units and the shares of Common Stock issuable upon exercise of the Option WarrantsShares, the “Option Securities”)Securities”)2 which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively. 2 15% of the Closing Shares and/or Closing Warrants. (b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any the Option Units Shares is equal to the product of the Unit Share Purchase Price multiplied by the number of Option Units Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing DateDate (as defined below), the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Securities within 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Units Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W Xxxx or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”i) consisting of up to an aggregate of additional [˜] Common Shares (i) [_____] shares of Common Stock (the “Option Shares”) and and/or (ii) Investor Warrants exercisable for to purchase up to an aggregate of [_____˜] shares of Common Stock Shares (the “Option Warrants”, and collectively ; together with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option WarrantsShares, the “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Units Shares is equal to the product of the Unit Purchase Price $[˜] multiplied by the number of Option Units Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Securities within 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Units Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [_____] Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of (i) [_____] shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Shares (the “Option Shares”) and (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (the “Option Warrants”, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Warrants, the “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any Option Units Shares is equal to the product of the Unit Share Purchase Price multiplied by the number of Option Units Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Shares within 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares to be purchased and the date and time for delivery of and payment for the Option Units Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W Fox Rothschild or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] 361,445 Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of (i) [_____] 361,445 shares of Common Stock (the “Option Shares”) and (ii) Investor Warrants (the “Option Warrants”) exercisable for up to an aggregate of [_____] 361,445 shares of Common Stock (the “Option WarrantsWarrant Shares”, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Warrants, the “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any Option Units is equal to the product of the Unit Purchase Price multiplied by the number of Option Units to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Units prior to the exercise of the Over-Allotment Option by the Representative. The This Over-Allotment Option granted hereby may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the Closing Date, by the giving of oral notice to the Company from the Representative, which must be confirmed in writing followed promptly by overnight mail written or facsimile or other electronic transmission setting notice to the Company of such exercise (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Units Securities as to be purchased which such Over-Allotment Option is being exercised, and the date and time for delivery of and payment for when the Option Units Securities are to be delivered (each, an such date and time being herein referred to as the “Option Closing Date”); provided, which will however, that the Option Closing Date shall not be earlier than the Closing Date nor earlier than the first (1st) business day after the date on which the Over-Allotment Option shall have been exercised nor later than the earlier of fifth (i5th) 45 days after the Closing Date and (ii) two (2) full Business Days business day after the date of the notice or on which such other time as Over-Allotment Option shall be agreed upon by have been exercised unless the Company and the RepresentativeUnderwriters otherwise agree. If the Underwriters elect to purchase less than all of the Option Securities, at the offices of S&W or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and agrees to sell to the Representative. If Underwriters the number of Option Securities obtained by multiplying the number of Option Securities specified in such delivery and payment for notice by a fraction, the numerator of which is the number of Option Units does not occur on the Closing Date, each Option Closing Date will be as Securities set forth opposite the name of the Underwriters in Schedule I hereto under the notice. Upon exercise caption “Number of Option Securities to be Purchased if the Over-Allotment Option, Option is Fully Exercised” and the Company will become obligated to convey to denominator of which is the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the total number of Option Units specified in such noticeSecurities. The Representative may cancel the retract its exercise of such Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option Closing Date by written notice to the Company. (d) Payment of the purchase price for and delivery of the Option Securities shall be made on the Option Closing Date in the same manner and at the same office as the payment for the Closing Securities as set forth in Section 2.1(c) hereof. (e) The Option Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the Warrant Agent Agreement.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing _ shares of Common Stock, or fifteen percent (15% %) of the Closing Units (the “Option Units”) consisting total number of up to an aggregate of (i) [_____] shares of Common Stock to be offered by the Company in the Offering (the “Option Shares”) and (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (at the “Option Warrants”, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Warrants, the “Option Securities”)Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any the Option Units Shares is equal to the product of the Unit Share Purchase Price multiplied by the number of Option Units Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Shares within 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares to be purchased and the date and time for delivery of and payment for the Option Units Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W SRFC or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”) consisting total number of up to an aggregate of (i) securities offered][_____*] shares of Common Stock (the “Option Shares”) and (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (at the “Option Warrants”, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Warrants, the “Option Securities”)Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any the Option Units Shares is equal to the product of the Unit Share Purchase Price multiplied by the number of Option Units Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Shares within 45 forty-five (45) days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares to be purchased and the date and time for delivery of and payment for the Option Units Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W LB or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”i) consisting of up to an aggregate of additional 1,440,000 Common Shares (i) [_____] shares of Common Stock (the “Option Shares”) and and/or Pre-Funded Warrants to purchase up to 1,440,000 Common Shares (“Option Pre-Funded Warrants”) and/or (ii) Investor Class A Warrants exercisable for to purchase up to an aggregate of [_____] shares of 1,440,000 Common Stock Shares (the “Option Purchase Warrants”, and collectively ; together with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Pre-Funded Warrants, the “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Units Shares is equal to the product of the Unit Purchase Price $1.1532 multiplied by the number of Option Units Shares to be purchased, (b) the purchase price to be paid for any Option Pre-Funded Warrants is equal to the product of $1.1532 multiplied by the number of Option Pre-Funded Warrants to be purchased and (c) the purchase price to be paid for any Option Purchase Warrants is equal to the product of $0.0093 multiplied by the number of Option Purchase Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Securities within 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Units Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesUnits and/or the Closing Pre-Funded Units, the Underwriters are Representative, on behalf of the Underwriters, is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of purchase (i) [_____] up to 1,883,333 additional shares of Common Stock (the “Option Shares”) and and/or (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock 1,883,333 additional Closing Warrants (the “Option Warrants”, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise ) equal to up to 15% of the Option Warrants, total Units and/or Pre-Funded Units sold in the “Option Securities”).offering (b) In connection with an the exercise of the Over-Allotment Option, the purchase price to be paid for any the Option Units is Shares subject to the Over-Allotment Option will be equal to $0.4095 per Option Share and the product of the Unit Purchase Price multiplied by the number of Option Units to be purchased (the aggregate purchase price to be paid on an for the Option Closing DateWarrants will be equal to $0.0091 per Option Warrant (each and/or both, the “Option Closing Purchase Price”,” as the context may require). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Shares and/or the Option Warrants within 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Shares or Option Warrants prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentative and may purchase either Option Shares or Option Warrants or both Option Shares and Option Warrants in its sole discretion. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Units Shares and/or Option Warrants (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Shares and/or Option Warrants does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Underwriters Representatives are hereby granted an option (the “Over-Allotment Option”) ), from time to time and on one or more occasions, to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of (i) [_____] shares of Common Stock (the “Option Shares”) and which may be purchased at the Share Purchase Price. In addition, the Company will pay to the Underwriters a non-accountable expense allowance in the amount of one percent (ii1%) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (the “Option Warrants”, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise Offering price of the Option Warrants, Shares purchased by the “Underwriters at each Over-Allotment-Option Securities”)Closing. (b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any the Option Units Shares, if any, is equal to the product of the Unit Share Purchase Price multiplied by the number of Option Units Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Units Shares within 45 30 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Shares prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised exercised, in whole or in part, on one or more occasions, by the giving of oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares to be purchased and the date and time for delivery of and payment for the Option Units Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of S&W SHLLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Units Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon each exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares specified in such notice. The Representative Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesSecurities and the distribution of the Closing Shares and the Closing Investor Warrants, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of purchase (i) [_____] up to 240,000 shares of Common Stock (the “Option Shares”) and and/or (ii) Investor Warrants exercisable for to purchase up to an aggregate of [_____] 240,000 shares of Common Stock (the “Option Warrants”” and, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option WarrantsShares, the “Option Securities”), which, in the aggregate represent 15% of the Units which may be purchased in any combination of Option Shares and/or Option Warrants at the Unit Purchase Price and/or Warrant Purchase Price, respectively. (b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Units Shares is equal to the product of the Unit Purchase Price minus $0.01 per share multiplied by the number of Option Units Shares to be purchased and (b) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Securities within 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Units Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W Sxxxxxxx or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. (d) The Closing Investor Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC, as warrant agent, in the form attached hereto as Exhibit C (the “Warrant Agency Agreement”).

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of (i) [_____] shares of Common Stock (the “Option Shares”) and (ii) Investor Warrants (the “Option Warrants”) exercisable for up to an aggregate of [_____] shares of Common Stock (the “Option WarrantsWarrant Shares”, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Warrants, the “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any Option Units is equal to the product of the Unit Purchase Price multiplied by the number of Option Units to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Units prior to the exercise of the Over-Allotment Option by the Representative. The This Over-Allotment Option granted hereby may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the Closing Date, by the giving of oral notice to the Company from the Representative, which must be confirmed in writing followed promptly by overnight mail written or facsimile or other electronic transmission setting notice to the Company of such exercise (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Units Securities as to be purchased which such Over-Allotment Option is being exercised, and the date and time for delivery of and payment for when the Option Units Securities are to be delivered (each, an such date and time being herein referred to as the “Option Closing Date”); provided, which will however, that the Option Closing Date shall not be earlier than the Closing Date nor earlier than the first (1st) business day after the date on which the Over-Allotment Option shall have been exercised nor later than the earlier of fifth (i5th) 45 days after the Closing Date and (ii) two (2) full Business Days business day after the date of the notice or on which such other time as Over-Allotment Option shall be agreed upon by have been exercised unless the Company and the RepresentativeUnderwriters otherwise agree. If the Underwriters elect to purchase less than all of the Option Securities, at the offices of S&W or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and agrees to sell to the Representative. If Underwriters the number of Option Securities obtained by multiplying the number of Option Securities specified in such delivery and payment for notice by a fraction, the numerator of which is the number of Option Units does not occur on the Closing Date, each Option Closing Date will be as Securities set forth opposite the name of the Underwriters in Schedule I hereto under the notice. Upon exercise caption “Number of Option Securities to be Purchased if the Over-Allotment Option, Option is Fully Exercised” and the Company will become obligated to convey to denominator of which is the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the total number of Option Units specified in such noticeSecurities. The Representative may cancel the retract its exercise of such Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option Closing Date by written notice to the Company. (d) Payment of the purchase price for and delivery of the Option Securities shall be made on the Option Closing Date in the same manner and at the same office as the payment for the Closing Securities as set forth in Section 2.1(c) hereof. (e) The Option Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the Warrant Agent Agreement.

Over Allotment Option. (a) For 5.1 BBU hereby grants to the purposes of covering any over-allotments Underwriters, in connection with the distribution and sale of the Closing Securitiesrespective percentages set forth in Section 19.1 hereof, the Underwriters are hereby granted an irrevocable option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [_____] Units representing 15% of the Closing 1,000,500 Units (the “Option Additional Units”) consisting for the purchase price of $30.00 per Additional Unit, being an aggregate purchase price of up to an aggregate of (i) [_____] shares of Common Stock $30,015,000.00 (the “Option SharesAdditional Purchase Price”) and (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (). If the “Option Warrants”Representatives, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise on behalf of the Option WarrantsUnderwriters, the “Option Securities”). (b) In connection with an elect to exercise of the Over-Allotment Option, the purchase price to be paid for any Option Units is equal to Representatives shall notify BBU in writing not later than 5:00 p.m. (Toronto time) on the product of 30th day after the Unit Purchase Price multiplied by Closing Date, which notice shall specify the number of Option Additional Units to be purchased by the Underwriters and the date (the “Over-Allotment Closing Date”) and time at which such Additional Units are to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may Closing Time”) which date shall be exercised by the Representative as to all (at any time) no earlier than three business days or any part (from time to time) of the Option Units within 45 later than five business days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Units prior to the exercise of the Over-Allotment Option by and, in any event, may not be earlier than the RepresentativeClosing Date. The Over-Allotment Option granted hereby Additional Units may be exercised by purchased solely for the giving purpose of oral notice covering over-allotments made in connection with the Offering, if any, and for market stabilization purposes. If any Additional Units are purchased, each Underwriter agrees, severally and not jointly, to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth purchase the number of Option Additional Units (subject to such adjustments to eliminate fractional Units as the Underwriters may determine) that bears the same proportion to the total number of Additional Units to be purchased and the date and time for delivery of and payment for the Option Units (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in being purchased by such notice. The Representative may cancel the Over-Allotment Option at any time prior Underwriter bears to the expiration total number of the Over-Allotment Option by written notice to the CompanyUnits purchased.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [_____] Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of (i) [_____] 2,611,200 shares of Common Stock (the “Option Shares”) and (ii) Investor Warrants exercisable for and/or up to an aggregate of [_____] 1,305,600 warrants to purchase 1,305,600 shares of Common Stock (the “Option WarrantsWarrant”, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option WarrantsShares, the “Option Securities”)) which may be purchased at a per Option Share price of $0.6875 and a per Option Warrant price of $0.01. (b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any Option Units Shares is equal to the product of the Unit Closing Purchase Price multiplied by the number of Option Units Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Shares within 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares to be purchased and the date and time for delivery of and payment for the Option Units Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W Underwriter Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such noticeShares. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing 3,600,000 Units (the “Option Units”) consisting of up to an aggregate of (i) [_____] shares of Common Stock and/or 3,600,000 Ordinary Shares (the “Option Shares”) and (ii) Investor and/or 3,600,000 Warrants exercisable for to purchase up to an aggregate of [_____] shares of Common Stock 3,600,000 Ordinary Shares (the “Option Warrants”,” and, and collectively with the Option Units, Option Shares Units and the shares of Common Stock issuable upon exercise of the Option WarrantsShares, the “Option Securities”)) which may be purchased in any combination of Option Units and/or Option Shares and/or Option Warrants at the Purchase Price, Share Purchase Price and/or Warrant Purchase Price, respectively. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for any the Option Units is equal to the product of the Unit Purchase Price multiplied by the number of Option Units to be purchased purchased, (ii) the aggregate purchase price to be paid on an for the Option Closing Date, Shares is equal to the “product of the Share Purchase Price multiplied by the number of Option Closing Shares to be purchased and (iii) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price”)Price multiplied by the number of Option Warrants. (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Securities within 45 forty-five (45) days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units and/or Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Units Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W MW or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units and/or Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of (i) [_____] shares of Common Stock (the “Option Shares”) and (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (Shares”)1 which may be purchased at the “Option Warrants”, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Warrants, the “Option Securities”)Closing Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any the Option Units Shares is equal to the product of the Unit Closing Purchase Price multiplied by the number of Option Units Shares to be purchased (the aggregate purchase price to be paid on an Option Closing DateDate (as defined below), the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Shares within 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares to be purchased and the date and time for delivery of and payment for the Option Units Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W Xxxx or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For Subject to all the purposes terms and conditions of covering any over-allotments in connection with this Agreement, the distribution and sale Company grants to the Representative on behalf of the Closing Securities, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregateseverally and not jointly, up to [_____] Units representing 15% of the Closing Units (the “Option Units”) consisting all or less than all of up to an aggregate of (i) [_____] shares of Common Stock additional 108,000 Shares (the “Option Shares”) and (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (the “Option Warrants”” and, and collectively together with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option WarrantsFirm Shares, the “Option SecuritiesOffered Shares”). (b) In connection with an exercise of the Over-Allotment Option, the . The purchase price (net of discount and commissions) to be paid for any each Option Units is equal to Shares will be the product of the Unit Purchase Price multiplied by the number of Option Units to be purchased (the aggregate same purchase price (net of discount and commissions) allocated to be paid on an each Firm Share. The Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (in whole or in part at any time) time on or any part (from time to time) of the Option Units within 45 days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Units prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (each, an “Option Closing Date”), which will not be later than before the earlier of (i) 45 days the 45th day after the Closing Date date of this Agreement and (ii) the day prior to the day on which the Company files with the Commission its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least two (2) full Business Days after and no more than five business days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of the notice or such other time as shall Option Shares to be agreed upon by the Company purchased and the Representative, at the offices of S&W or at time and date for such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, each Option Closing Date will be as set forth in the noticepurchase. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (as adjusted by the Representative in such notice. The Representative may cancel manner as it deems advisable to avoid fractional securities) that bears the Over-Allotment Option at any time prior same proportion to the expiration number of Firm Shares to be purchased by it as set forth on Schedule I hereto opposite such Underwriter’s name as the Over-Allotment total number of Option by written notice Shares to be purchased bears to the Companytotal number of Firm Shares.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of (i) [_____] shares of Common Stock (the “Option Shares”) and (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (the “Option Warrants”, and collectively with the Option Units, Units and Option Shares and the shares of Common Stock issuable upon exercise of the Option WarrantsShares, the “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any Option Units is equal to the product of the Unit Purchase Price multiplied by the number of Option Units to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Units prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of (i) [_____] _ shares of Common Stock (the “Option Shares”) and (ii) Investor ), Series A Warrants exercisable for to purchase up to an aggregate of [_____] _ shares of Common Stock (the “Series A Option Warrants”), and collectively with the Option Units, Option Shares and the Series B Warrants to purchase up to ____ shares of Common Stock issuable upon exercise of (the “Series B Option Warrants” and together with the Series A Option Warrants, the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”)) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively. (b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any the Option Units Shares is equal to the product of the Unit Share Purchase Price multiplied by the number of Option Units Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Securities within 45 forty-five (45) days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral written notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Units Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of 1,000,000 shares at the Closing Units (the “Option Units”) consisting of Undiscounted Share Purchase Price and up to an aggregate of 538,461 shares at the Discounted Share Purchase Price (i) [_____] shares of Common Stock (such shares, in the aggregate, the “Option Shares”) and (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (the “Option Warrants”), and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon any exercise of the Over-Allotment Option Warrants, the “Option Securities”)to me made pro rata to such allocation. (b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any the Option Units Shares is equal to the product of the Unit Undiscounted Share Purchase Price or Discounted Share Price, as applicable based on the pro rata allocation referred to in Section 2.2(a), multiplied by the number of Option Units Shares to be purchased at such price (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Shares within 45 thirty (30) days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares to be purchased and the date and time for delivery of and payment for the Option Units Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”i) consisting of up to an aggregate of additional 10,909,090 Common Shares (i) [_____] shares of Common Stock (the “Option Shares”) and and/or Pre-Funded Warrants to purchase up to 10,909,090 Common Shares (“Option Pre-Funded Warrants”) and/or (ii) Investor Class C Warrants exercisable for to purchase up to an aggregate of [_____] shares of 10,909,090 Common Stock Shares (the “Option Purchase Warrants”, and collectively ; together with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Pre-Funded Warrants, the “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Units Shares is equal to the product of the Unit Purchase Price $0.50706 multiplied by the number of Option Units Shares to be purchased, (b) the purchase price to be paid for any Option Pre-Funded Warrants is equal to the product of $0.50706 multiplied by the number of Option Pre-Funded Warrants to be purchased and (c) the purchase price to be paid for any Option Purchase Warrants is equal to the product of $0.00939 multiplied by the number of Option Purchase Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Securities within 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Units Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) 1.2.1 For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesFirm Shares, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of (i) [_____●] shares of Common Stock (the “Option Shares”) and (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (the “Option Warrants”” and, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option WarrantsFirm Shares, the “Option Public Securities”). If the Over-Allotment Option is exercised in whole or in party, the Option Shares shall be purchased by the Underwriters in the amounts set forth opposite their respective names on Schedule 1 attached hereto (or a pro rata portion thereof if less than the full Over-Allotment Option is exercised). (b) 1.2.2 In connection with an exercise of the Over-Allotment Option, the aggregate purchase price to be paid for any the Option Units Shares is equal to the product of the Unit Purchase Price number of Option Shares to be purchased multiplied by the number of Option Units to be purchased (same price per share paid by the aggregate purchase price to be paid on an Option Closing Date, Underwriters for the “Option Closing Purchase Price”Firm Shares as provided for in Section 1.1.1(ii). (c) 1.2.3 The Over-Allotment Option granted pursuant to this Section 2.2 1.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Shares within 45 thirty (30) days after the Closing Effective Date. An Underwriter will not be under any obligation to purchase any Option Units Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares to be purchased and the date and time for delivery of and payment for the Option Units Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W Company Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”i) consisting of up to an aggregate of additional 5,624,950 Common Shares (i) [_____] shares of Common Stock (the “Option Shares”) and and/or Pre-Funded Warrants to purchase up to 5,624,950 Common Shares (“Option Pre-Funded Warrants”) and/or (ii) Investor Class B Warrants exercisable for to purchase up to an aggregate of [_____] shares of 5,624,950 Common Stock Shares (the “Option Purchase Warrants”, and collectively ; together with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Pre-Funded Warrants, the “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Units Shares is equal to the product of the Unit Purchase Price $1.482675 multiplied by the number of Option Units Shares to be purchased, (b) the purchase price to be paid for any Option Pre-Funded Warrants is equal to the product of $1.482675 multiplied by the number of Option Pre-Funded Warrants to be purchased and (c) the purchase price to be paid for any Option Purchase Warrants is equal to the product of $0.009325 multiplied by the number of Option Purchase Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Securities within 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Units Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”i) consisting of up to an aggregate of additional [●] Common Shares (i) [_____] shares of Common Stock (the “Option Shares”) and and/or Pre-Funded Warrants to purchase up to [●] Common Shares (“Option Pre-Funded Warrants”) and/or (ii) Investor Class A Warrants exercisable for to purchase up to an aggregate of [_____●] shares of Common Stock Shares (the “Option Purchase Warrants”, and collectively ; together with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Pre-Funded Warrants, the “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Units Shares is equal to the product of the Unit Purchase Price $[●] multiplied by the number of Option Units Shares to be purchased, (b) the purchase price to be paid for any Option Pre-Funded Warrants is equal to the product of $[●] multiplied by the number of Option Pre-Funded Warrants to be purchased and (c) the purchase price to be paid for any Option Purchase Warrants is equal to the product of $[●] multiplied by the number of Option Purchase Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Securities within 45 30 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Units Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 30 days after the Closing Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of (i) [_____] shares of Common Stock 5,217,391 Ordinary Shares (the “Option Shares”) and (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (), which may be purchased at the “Option Warrants”, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Warrants, the “Option Securities”)Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any the Option Units Shares is equal to the product of the Unit Share Purchase Price multiplied by the number of Option Units Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Shares within 45 thirty (30) days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares to be purchased and the date and time for delivery of and payment for the Option Units Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey issue to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”i) consisting of up to an aggregate of (i) [_____] additional 624,999 shares of Common Stock (the “Option Shares”) and and/or (ii) Investor Warrants exercisable for to purchase up to an aggregate of [_____] 624,999 shares of Common Stock (the “Option Warrants”, and collectively ; together with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option WarrantsShares, the “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Units Shares is equal to the product of the Unit Purchase Price $2.39 multiplied by the number of Option Units Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $0.01 multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Securities within 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Units Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of (i) [_____] 750,000 shares of Common Stock representing fifteen percent (15%) of the Closing Shares (the “Option Shares”) and (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (at the “Option Warrants”, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Warrants, the “Option Securities”)Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any the Option Units Shares is equal to the product of the Unit Share Purchase Price multiplied by the number of Option Units Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Shares within 45 thirty (30) days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares to be purchased and the date and time for delivery of and payment for the Option Units Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% 216,000 shares of the Closing Units Common Stock or Preferred Stock (the “Option UnitsShares”) consisting of ), Series A Warrants to purchase up to an aggregate of (i) [_____] 216,000 shares of Common Stock (the “Series A Option SharesWarrants”) ), and (ii) Investor Series B Warrants exercisable for to purchase up to an aggregate of [_____] 216,000 shares of Common Stock (the “Series B Option Warrants”, ” and collectively together with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Series A Option Warrants, the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”)) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively. (b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any the Option Units Shares is equal to the product of the Unit Share Purchase Price multiplied by the number of Option Units Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Securities within 45 forty-five (45) days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral written notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Units Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W Xxxxxx Xxxxxx or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Over- Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units 416,666 additional shares of Common Stock representing up to 15% of the Closing Units Shares sold in the Offering (the “Option UnitsAdditional Shares” and together with the Firm Shares, the “Shares”) consisting of up and/or additional Series A Warrants to an aggregate of (i) [_____] purchase 416,666 shares of Common Stock Stock, representing up to 15% of the Series A Warrants included in the Closing Securities (the “Option SharesAdditional Series A Warrants”) and (ii) Investor and/or additional Series B Warrants exercisable for up to an aggregate of [_____] purchase 208,333 shares of Common Stock Stock, representing up to 15% of the Series B Warrants included in the Closing Securities (the “Option Additional Series B Warrants”) for the purpose of covering over-allotments of such securities, if any (the Additional Shares, Additional Series A Warrants and Additional Series B Warrants collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Warrants, referred to as the “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for any Option Units is Shares shall be equal to the product of the Unit Purchase Price $4.48 multiplied by the number of Option Units Additional Shares to be purchased, (ii) the purchase price to be paid for any Additional Series A Warrants shall be equal to the product of $0.01 multiplied by the number of Additional Series A Warrants to be purchased, and (iii) the purchase price to be paid for any Additional Series B Warrants shall be equal to the product of $0.01 multiplied by the number of Additional Series B Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Securities within 45 forty-five (45) days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Securities to be purchased and the date and time for delivery of and payment for the Option Units Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W or at such other place (including remotely by facsimile or other electronic transmissiontransmission of the required documentation) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Securities specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) 1.2.1 For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesFirm Shares, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of (i) [_____] 384,375 shares of Common Stock (the “Option Shares”) and (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (the “Option Warrants”” and, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option WarrantsFirm Shares, the “Option Public Securities”). If the Over-Allotment Option is exercised in whole or in party, the Option Shares shall be purchased by the Underwriters in the amounts set forth opposite their respective names on Schedule 1 attached hereto (or a pro rata portion thereof if less than the full Over-Allotment Option is exercised). (b) 1.2.2 In connection with an exercise of the Over-Allotment Option, the aggregate purchase price to be paid for any the Option Units Shares is equal to the product of the Unit Purchase Price number of Option Shares to be purchased multiplied by the number of Option Units to be purchased (same price per share paid by the aggregate purchase price to be paid on an Option Closing Date, Underwriters for the “Option Closing Purchase Price”Firm Shares as provided for in Section 1.1.1(ii). (c) 1.2.3 The Over-Allotment Option granted pursuant to this Section 2.2 1.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Shares within 45 thirty (30) days after the Closing Effective Date. An Underwriter will not be under any obligation to purchase any Option Units Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares to be purchased and the date and time for delivery of and payment for the Option Units Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W Company Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”i) consisting of up to an aggregate of additional 7,710,000 Common Shares (i) [_____] shares of Common Stock (the “Option Shares”) and and/or Pre-Funded Warrants to purchase up to Common Shares (“Option Pre-Funded Warrants”) and/or (ii) Investor Class A Warrants exercisable for to purchase up to an aggregate of [_____] shares of 7,710,000 Common Stock Shares (the “Option Purchase Warrants”, and collectively ; together with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Pre-Funded Warrants, the “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Units Shares is equal to the product of the Unit Purchase Price $0.3145 multiplied by the number of Option Units Shares to be purchased, (b) the purchase price to be paid for any Option Pre-Funded Warrants is equal to the product of $0.30525 multiplied by the number of Option Pre-Funded Warrants to be purchased and (c) the purchase price to be paid for any Option Purchase Warrants is equal to the product of $0.00925 multiplied by the number of Option Purchase Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Securities within 45 30 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Units Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 30 days after the Closing Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For 11.1 The Corporation has granted to the purposes of covering any overUnderwriters the Over-allotments Allotment Option to purchase, severally and not jointly and severally, in connection accordance with the distribution percentages set forth in Section 2.2, the Option Units on the same terms as the Class A Restricted Voting Units as described herein. The Over-Allotment Option is exercisable in whole or in part, at any time, and sale from time to time, on or before 5:00 p.m. (local time) on the date that is 30 days following the Closing Date. The Lead Underwriters, on behalf of the Closing SecuritiesUnderwriters, may exercise the Underwriters are hereby granted an option Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation (the “Over-Allotment OptionNotice”) not later than two Business Days prior to purchaseexercise, specifying the number of Option Units which the Underwriters wish to purchase and the Over-Allotment Closing Date (which date may be the same as the Closing Date but not earlier than the Closing Date). If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Corporation the aggregate purchase price for the Option Units so purchased net of the amount of $0.250 per Option Unit by way of an electronic funds transfer, and the Corporation shall duly issue, register and deliver the Option Units which the Underwriters have purchased to the Lead Underwriters, on behalf of the Underwriters, in the aggregate, up to [_____] Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate form either of (i) [_____] shares of Common Stock (an electronic deposit pursuant to the “non-certificated issue system maintained by CDS representing the Option Shares”) and Units to such CDS instant deposit numbers as the Lead Underwriters may advise, or (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (a physical certificate representing the “Option Warrants”, and collectively with the Option Treasury Units, in each case registered in the name of CDS & Co. or in such other name or names as the Lead Underwriters may direct the Corporation. The applicable terms, conditions and provisions of this Agreement shall apply mutatis mutandis to the issuance of any Option Shares and the shares of Common Stock issuable upon exercise of the Option Warrants, the “Option Securities”). (b) In connection with an Units pursuant to any exercise of the Over-Allotment Option, including the purchase price to be paid for any Option Units is equal delivery to the product Underwriters of the Unit Purchase Price multiplied by the number of Option Units documents referred to be purchased (the aggregate purchase price to be paid on an Option Closing Datein Sections 12.1(d), the “Option Closing Purchase Price”). (c12.1(f) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any timeand 12.1(g) or any part (from time to time) of the Option Units within 45 days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Units prior to the exercise of dated the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after such other customary closing certificates and documents as the date Lead Underwriters may reasonably request with respect to the good standing of the notice or such Corporation and other time matters related to the sale and issuance of the Option Units, except as shall be otherwise agreed upon by the Company Corporation and the RepresentativeUnderwriters. 11.2 In the event the Corporation shall subdivide, at the offices of S&W consolidate or at such other place (including remotely by facsimile otherwise change its Units or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of Shares prior to the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchaseClosing Time, the number of Option Units specified in such notice. The Representative may cancel into which the Over-Allotment Option at any time is exercisable shall be similarly subdivided, consolidated or changed such that the Underwriters would be entitled to receive the equivalent of the number and type of securities that they would have otherwise been entitled to receive had they exercised the Over- Allotment Option prior to such subdivision, consolidation or change. The subscription price shall be adjusted accordingly and notice shall be given to the expiration Lead Underwriters, on behalf of the Over-Allotment Option Underwriters, of such adjustment. In the event that the Lead Underwriters, on behalf of the Underwriters, shall disagree with the foregoing adjustment, such adjustment shall be determined conclusively by written notice to the CompanyCorporation’s Auditor at the Corporation’s expense.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] 199,999 Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of (i) [_____] 199,999 shares of Common Stock (the “Option Shares”) and (ii) Investor Warrants exercisable for up to an aggregate of [_____] 199,999 shares of Common Stock (the “Option Warrants”, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Warrants, the “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any Option Units is equal to the product of the Unit Purchase Price multiplied by the number of Option Units to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Units prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to [an additional _____] Units representing 15% of the Closing Units _ Common Shares (the “Option Units”) consisting of up to an aggregate of (i) [_____] shares of Common Stock (the “Option Shares”) and (ii) Investor and/or Pre-Funded Warrants exercisable for to purchase up to an aggregate of [_____] shares of _ Common Stock Shares (the “Option Pre-Funded Warrants”, and collectively ) and/or (ii) Class C Warrants to purchase up to _____ Common Shares (“Option Purchase Warrants”; together with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Pre-Funded Warrants, the “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Units Shares is equal to the product of the Unit Purchase Price $____ multiplied by the number of Option Units Shares to be purchased, (b) the purchase price to be paid for any Option Pre-Funded Warrants is equal to the product of $____ multiplied by the number of Option Pre-Funded Warrants to be purchased and (c) the purchase price to be paid for any Option Purchase Warrants is equal to the product of $_____ multiplied by the number of Option Purchase Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Securities within 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Units Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units 105,000 additional shares of Common Stock representing up to 15% of the Closing Units Shares sold in the Offering (the “Option UnitsAdditional Shares” and together with the Firm Shares, the “Shares”) consisting of up and/or an additional 210,000 Class A Warrants to an aggregate of (i) [_____] purchase shares of Common Stock Stock, representing up to 15% of the Class A Warrants included in the Closing Securities (the “Option SharesAdditional Class A Warrants”) and (ii) Investor and/or an additional 52,500 Class B Warrants exercisable for up to an aggregate of [_____] purchase shares of Common Stock Stock, representing up to 15% of the Closing Class B Warrants included in the Closing Securities (the “Option Additional Class A Warrants”) for the purpose of covering over-allotments of such securities, if any (the Additional Shares, Additional Class A Warrants and Additional Class B Warrants collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Warrants, the referred to as “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for any Option Units is Additional Shares shall be equal to the product of the Unit Purchase Price $5.4219 multiplied by the number of Option Units Additional Shares to be purchased, (ii) the purchase price to be paid for any Additional Class A Warrants shall be equal to the product of $0.058125 multiplied by the number of Additional Class A Warrants to be purchased, and (iii) the purchase price to be paid for any Additional Class B Warrants shall be equal to the product of $2.7156 multiplied by the number of Additional Class B Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Securities within 45 forty-five (45) days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Securities to be purchased and the date and time for delivery of and payment for the Option Units Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W Loeb or at such other place (including remotely by facsimile or other electronic transmissiontransmission of the required documentation) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Securities specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Units 292,500 shares of Common Stock, representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of (i) [_____] shares of Common Stock Shares (the “Option Shares”) and (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (at the “Option Warrants”, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Warrants, the “Option Securities”)Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any the Option Units Shares is equal to the product of the Unit Share Purchase Price multiplied by the number of Option Units Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Shares within 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares to be purchased and the date and time for delivery of and payment for the Option Units Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Underwriters are Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to [an additional _____] Units representing 15% of the Closing Units _ Common Shares (the “Option UnitsShares”) consisting of and/or Pre-Funded Warrants to purchase up to an aggregate of (i) [_____] shares of _ Common Stock Shares (the “Option SharesPre-Funded Warrants”) and and/or (ii) Investor Class B Warrants exercisable for to purchase up to an aggregate of [_____] shares of _ Common Stock Shares (the “Option Purchase Warrants”, and collectively ; together with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Pre-Funded Warrants, the “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Units Shares is equal to the product of the Unit Purchase Price $____ multiplied by the number of Option Units Shares to be purchased, (b) the purchase price to be paid for any Option Pre-Funded Warrants is equal to the product of $_____ multiplied by the number of Option Pre-Funded Warrants to be purchased and (c) the purchase price to be paid for any Option Purchase Warrants is equal to the product of $_____ multiplied by the number of Option Purchase Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units Securities within 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Units Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Units Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.