Common use of Purchase Warrants Clause in Contracts

Purchase Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant (“Representative’s Warrants”) for the purchase of an aggregate of [●] shares of Common Stock, representing three percent (3%) of the Firm Shares pursuant to a warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) of the initial public offering price of the Firm Units. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of the Representative’s Warrants and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (the “Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing three percent (3%) 3.0% of the Firm Shares pursuant to a warrant Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred and eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) 125.0% of the initial public offering price of per share of Common Stock sold in the Firm UnitsOffering. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period after days immediately following the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant and the underlying shares of Common Stock shall not be sold during the Offering, or any portion thereofsold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities the Representative’s Warrant or the underlying shares of Common Stock by any person for a period of one hundred eighty (180) days immediately following the Effective Date to anyone other than (i) an Underwriter or a selected dealer Date, except as provided for in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictionsFINRA Rule 5110(g)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●•] shares of Common Stock, representing three percent (3%) 4% of the Firm Shares pursuant to a warrant (excluding the Option Shares). The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Closing Date and expiring on the five-year anniversary of the Effective Closing Date at an initial exercise price per share of Common Stock of $[●•], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price per share of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The As additional compensation for its services hereunder, the Company hereby agrees to issue to the Representative (and/or its designees) (i) on the Closing Date a warrant Common Stock Purchase Warrant (a “Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●•] shares of Common Stock, representing three percent (3%) which is equal to an aggregate of 5% of the Firm Shares pursuant to sold in the Offering and (ii) on each Option Closing Date a warrant agreement, representing the Representative’s WarrantsWarrant for the purchase of an aggregate of 5% of the Additional Shares sold in the Offering. The Representative’s Warrant, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants A, shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●•], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●____] shares of Common Stock, representing three 5% of the Firm Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock equal to five percent (35%) of the Firm Option Shares pursuant to a warrant sold on such Option Closing Date. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●____], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its their respective designees) on the Closing Date a warrant warrants (the “Representative’s Representatives’ Warrants”) exercisable for the purchase of an aggregate of [●[ ] shares of Common Stock, Ordinary Share (or [ ] Ordinary Share if the Underwriters exercise the Over-allotment Option in full) representing three percent (3%) % of the Firm Shares aggregate number of Ordinary Share sold in the Offering pursuant to a warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Representatives’ Warrant Agreement”). Each Representatives’ Warrant entitles the holder thereof to purchase the Ordinary Share at the exercise price thereof. The Representative’s Warrants Warrant shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year fifth anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●][ ] per share, which is equal to one hundred twenty-five percent (125%) 100% of the initial public offering price of the Firm UnitsUnderwritten Shares. The Representative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Representatives’ Securities.” The ”. Each of the Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon on the transfer of the Representative’s Warrants Warrant and the shares of Common Stock Ordinary Shares issuable upon the exercise of the Representative’s Warrants Warrant during the one hundred eighty (180) day period after commencing on the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be subject the subject of Representative’s Warrant to any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities the Representatives’ Securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide an officer or partner partner, registered person or affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and any Option Closing Date, as applicable, a warrant (“Representative’s WarrantsWarrant”) for the to purchase of up to an aggregate of [●] shares of Common StockOrdinary Shares, representing three percent (3%) 5% of the Firm Shares Public Securities, for an aggregate purchase price of $100.00, to be issued pursuant to a warrant agreement, representing the Representative’s WarrantsWarrant Agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The , which Representative’s Warrants Warrant shall be exercisable, in whole or in part, commencing on a date which is six (6) months after 180 days from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]] per share, which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants underlying Ordinary Shares during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant (“Representative’s WarrantsWarrant”) to purchase up to an aggregate of 50,000 Common Shares, representing 5% of the Firm Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of [●] shares of Common Stock, representing three Shares equal to five percent (35%) of the Firm Option Shares pursuant to a warrant agreement, representing the sold on such Option Closing Date. Each Representative’s Warrants, substantially Warrant will be issued in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants A, and shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) and expiring on the five-five (5) year anniversary of the Effective Date at an initial exercise price per share of Common Stock Share of $[●]5.00, which is equal to one hundred twenty-twenty five percent (125%) of the initial Firm Share public offering price of the Firm Unitsprice. The Representative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant and the shares of underlying Common Stock issuable upon the exercise of the Representative’s Warrants Shares during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative Representatives (and/or its designees) on the Closing Date a warrant (“Representative’s Representatives’ Warrants”) five-year warrants for the purchase of an aggregate a number of [●] shares the Shares equal to 2.0% of Common Stock, representing three percent (3%) the number of the sum of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants shall be exercisableA, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent ] (125%) or 115% of the initial public offering price of the per Firm UnitsShare). The Representative’s Warrant Agreement Representatives’ Warrants and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Representatives’ Securities.” The Representative understands Representatives’ Securities are transferrable within the Representatives’ respective organizations at their discretion. The Representatives’ Securities are exercisable beginning on the commencement of sales of the Offering (the “Commencement Date”) and agrees will expire five (5) years after the Commencement Date. The Representatives’ Securities are not redeemable by the Company. The Representatives’ Securities provide for immediate demand and/or piggy-back registration rights at the Company’s expense. The Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Representatives’ Warrants and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants underlying Shares during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Representatives’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. The Representatives’ Warrants shall also have customary anti-dilution provisions for stock dividends, splits, mergers, and any future stock issuance, etc., at a price(s) below said exercise price per share and shall provide for automatic exercise immediately prior to expiration. The Representatives’ Warrants will contain such other terms and conditions no less favorable to Representatives than the term and conditions generally available to an unaffiliated third party under the same or similar circumstances.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●•] shares of Common Stock, representing three percent Stock (3%) which is equal to an aggregate of 7.0% of the Firm Shares pursuant to a warrant sold in the Offering), for an aggregate purchase price of $10.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on [ ], 2013, the five-four and one half year anniversary of the Effective Date, which period shall not extend further than five years from the Effective Date of the Offering in compliance with FINRA Rule 5110(f)(2)(H)(i). The Representative Warrant will be exercisable at an initial exercise price per share of Common Stock of $[●•], which is equal to one hundred twenty-five percent (125%) 100% of the initial public offering price of the each Firm UnitsShare. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant (the “Representative’s WarrantsWarrant”) for the to purchase of an aggregate of [●•] shares of Common Stock, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant shares of Common Stock sold as part of the Public Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●•], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm Units. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants Warrant Shares during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) on the Closing Date a warrant warrants (“Closing Date Representative’s Warrants”) for the purchase of an aggregate of [●] shares of Common StockOrdinary Shares, representing three percent (3%) of the Firm number of Ordinary Shares pursuant sold in this Offering and (ii) on each Option Closing Date, if any, warrants (together with the Closing Date Representative’s Warrant, the “Representative’s Warrants”) for the purchase of up to a warrant agreementan aggregate of [●] Ordinary Shares, representing three percent (3%) of the number of Ordinary Shares sold upon exercise of Underwriters’ Over-allotment Option. The agreement representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a the date which is six (6) months from the Closing Date and ending the four and a half-years after the Effective Date and expiring on the five-year anniversary of the Effective Closing Date at an initial exercise price per share of Common Stock of $[●]] per share, which is equal to one hundred twenty-five percent (125100%) of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement Warrants and the shares of Common Stock Ordinary Shares issuable upon exercise thereof of the Representative’s Warrants (the “Representative Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants underlying Ordinary Shares during the one hundred and eighty (180) day period after from the Effective Date date of commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrants or any underlying Ordinary Shares, or any portion thereof, or nor will they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred and eighty (180) days following from the Effective Date date of commencement of sales of the Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner partner, affiliate or associated person of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing three five percent (35%) of the Firm Shares pursuant to a warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A hereto (the “Representative’s Warrant Agreement”) (excluding any Option Shares sold in the Over-Allotment Option, if any). The Representative’s Warrants Warrant shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) 100.0% of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of the Representative’s Warrants Warrant and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants Warrant during the one hundred eighty (180) day period after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant (“Representative’s Warrants”) for the purchase of an aggregate of [●] shares of Common Stock, representing three percent (3%) 5% of the number of Firm Shares pursuant to a warrant agreement, Shares. The agreement(s) representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) 110% of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and any Option Closing Date, as applicable, a warrant (“Representative’s WarrantsWarrant”) for the to purchase of up to an aggregate number of [●] shares of Common Stock, representing three percent (3%) 5% of the Firm Shares Public Securities, for an aggregate purchase price of $100.00, to be issued pursuant to a warrant Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , which shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant or warrants (“Representative’s WarrantsWarrant”) exercisable for the purchase of an aggregate of [●] shares Common Shares (or [●]Common Shares if the Underwriters exercise the Over-allotment Option in full) representing 3% of the number of Common Stock, representing three percent (3%) of Shares sold in the Firm Shares Offering pursuant to a warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). Each Representative’s Warrant entitles the holder thereof to purchase Common Shares at the exercise price thereof. The Representative’s Warrants Warrant shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]] per Common Share, which is equal to one hundred twenty-five percent (125%) 100% of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon on the transfer of the Representative’s Warrants Warrant Agreement and the shares of Common Stock Shares issuable upon the exercise of the Representative’s Warrants Warrant during the one hundred and eighty (180) day period after commencing on the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred and eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictionslock-up restrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and Option Closing Date, as applicable, a warrant (“Representative’s WarrantsWarrant”) for the to purchase of up to an aggregate of [●] shares of Common StockADSs, representing three percent (3%) 5% of the Firm Shares Public Securities, for an aggregate purchase price of the Representative’s Warrant of $100.00, to be issued pursuant to a warrant agreement, representing the Representative’s WarrantsWarrant Agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The , which Representative’s Warrants Warrant shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the effective date (“Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock ADS of $[●], which is equal to one hundred twenty-twenty five percent (125%) of the initial public offering price of the Firm UnitsADSs. The Representative’s Warrant Agreement and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants underlying Firm ADSs during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or or its designees) on the Closing Date a warrant (“Representative’s WarrantsWarrant”) for the to purchase of up to an aggregate of [●•] shares of Common Stock, representing three 5% of the Firm Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock equal to five percent (35%) of the Firm Option Shares pursuant to a warrant agreement, representing the sold on such Option Closing Date. Each Representative’s Warrants, substantially Warrant will be issued in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , and shall be exercisableexercisable at any time and from time to time, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) and expiring on the five-four (4) year anniversary of the date that is one hundred and eighty (180) days after the Effective Date at an initial exercise price per share of Common Stock of $[●•], which is equal to one hundred twenty-twenty five percent (125%) of the initial public offering price per share of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than except as provided in paragraph (ie)(2) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealerFINRA Rule 5110; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant and Option Closing Date, as applicable, an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate number of [●] shares of Common Stock, Stock representing three percent (3%) 5% of the Firm Shares, Firm Pre-Funded Warrants, Option Shares pursuant to a warrant and Option Pre-Funded Warrants sold on such date, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A B (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the fivefour and one half-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant sum of (i) the number of shares of Common Stock contained in the Class A Units sold in this offering and (ii) the number of shares of Common Stock issuable upon conversion of the Preferred Stock contained in the Class B Units sold in this offering, if any, but excluding shares of Common Stock underlying the Warrants issued in this offering and shares of Common Stock (and shares of Common Stock underlying any Warrants) sold, if any, upon exercise of the underwriter’s Over-allotment Option, for an aggregate purchase price of $[ ]. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsClass A Units sold in this offering. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date or the Option Closing Date, as applicable, a warrant (“Representative’s Warrants”) for the purchase of an aggregate of [●[ ] shares of Common Stock, representing three percent (3%) up to 5% of the number of Firm Shares pursuant to a warrant agreementand Option Shares sold on the Closing Date or the Option Closing Date, as applicable. The agreement(s) representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-five (5) year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●[ ], which is equal to one hundred twenty-five percent (125%) 110.0% of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant (“Representative’s Warrants”) five-year warrants for the purchase of an aggregate a number of [●] shares of Common Stock, representing three the Shares equal to seven percent (37.0%) of the number of the sum of the Firm Shares and Option Shares, if any, issued in the Offering (the “Representative Warrant Shares”), pursuant to a warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A A, at an initial exercise price of $ (or 100% of the “Representative’s Warrant Agreement”public offering price per Share). The Representative’s Warrants shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) of the initial public offering price of the Firm Units. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof Representative Warrant Shares are hereinafter collectively referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of the Financial Industry Regulatory Authority, Inc. (“FINRA”) against transferring the Representative’s Warrants and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants Representative Warrant Shares during the one hundred eighty (180) day period after the Effective Date commencement of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date commencement of sales in the Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrants (each a warrant (“Representative’s Warrant” and together, the “Representative’s Warrants”) ), for the purchase of an aggregate number of [●] shares of Common Stock, Stock representing three five percent (35%) of the Firm Shares Public Securities issued and sold on such date, pursuant to a warrant agreement, representing the Representative’s Warrants, agreements substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date commencement of the sales pursuant to this Offering (the “Commencement Date”) and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period after the Effective Commencement Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictionsrestrictions and those in the Representative’s Warrant Agreements.

Purchase Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant agreement, representing the and Option Shares. The Representative’s WarrantsWarrant Agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing beginning on a the date which that is six one hundred eighty (6180) months days after the Effective Date commencement of sales of the Public Securities issued in connection with this Offering and expiring on the five-fifth (5th) year anniversary of the Effective Date commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) 120% of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise for a period of the Representative’s Warrants during the one hundred eighty (180) day period after days immediately following the Effective Date commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide an officer or partner partner, registered person or affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant and Option Closing Date, as applicable, an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate number of [●] shares of Common Stock, Stock representing three percent (3%) 5% of the Firm Shares pursuant to a warrant Public Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Commencement Date (as defined below) and expiring on the five-year anniversary of the Effective Date Commencement Date, at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. “Commencement Date” shall mean the date of commencement of sales of the Common Stock issued in the Offering. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Commencement Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date and each Option Closing Date, if applicable, a warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate (a) a number of [●] shares of Common Stock, representing three percent (3%) Units equal to 8.0% of the Firm Shares pursuant to a warrant agreementnumber of Units issued in the Offering and, representing (b) if applicable, 8.0% of the Representative’s Warrantsnumber of Option Securities, substantially exercised in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●•], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm Unitsper Unit. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (the “Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●•] ([•]) shares of Common Stock, representing three percent (3%) which is equal to an aggregate of 5% of the shares of Common Stock underlying the Firm Shares pursuant to a warrant Securities sold in the Offering (excluding the Firm Warrants sold in the Offering), for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●•], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of each share of Common Stock underlying the Firm UnitsSecurities. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative Representatives (and/or its their respective designees) on the Closing Date a warrant warrants (the “Representative’s Representatives’ Warrants”) exercisable for the purchase of an aggregate of [●] shares of Common Stock, Stock (or [●] shares of Common Stock if the Underwriters exercise the Over-allotment Option in full) representing three percent (3%) 5% of the Firm Shares aggregate number of shares of Common Stock sold in the Offering pursuant to a warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Representatives’ Warrant Agreement”). Each Representatives’ Warrant entitles the holder thereof to purchase shares of Common Stock at the exercise price thereof. The Representative’s Warrants Representatives’ Warrant shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year fifth anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]] per share, which is equal to one hundred twenty-five percent (125%) 110% of the initial public offering price of the Firm UnitsUnderwritten Shares. The Representative’s Representatives’ Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Representatives’ Securities.” The Representative ”. Each of the Representatives understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon on the transfer of the Representative’s Warrants Representatives’ Warrant and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants Representatives’ Warrant during the one hundred eighty (180) day period after commencing on the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsRepresentatives’ Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictionsrestrictions and those in the Representatives’ Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant agreementand the Option Shares, representing the for an aggregate purchase price of $100.00. The Representative’s WarrantsWarrant Agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing beginning on a the date which that is six one hundred eighty (6180) months days after the Effective Date commencement of sales of the Public Securities issued in connection with this Offering and expiring on the five-fifth (5th) year anniversary of the Effective Date commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise for a period of the Representative’s Warrants during the one hundred eighty (180) day period after days immediately following the Effective Date commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s Warrants”) for the purchase of an aggregate of [●] shares Common Shares, representing 8.0% of the number of Common Stock, representing three percent (3%) of Shares included in the Firm Units (not including any Common Shares pursuant to a warrant agreementinto which the Firm Warrants are exercisable), for an aggregate purchase price of $100.00. The agreement(s) representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is the six (6) months after month anniversary of the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Shares of $[●], which is equal to one hundred twenty-five percent (125%) 110.0% of the initial public offering price of the Firm Units. The Representative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the shares of underlying Common Stock issuable upon the exercise of the Representative’s Warrants Shares during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] Common Shares, representing 5% of the Firm Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock, representing three Shares equal to five percent (35%) of the Firm Option Shares pursuant to a warrant sold on such Option Closing Date. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Share of $[●], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the shares of underlying Common Stock issuable upon the exercise of the Representative’s Warrants Shares during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (the “Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing three percent Stock (3%) which is equal to an aggregate of 5.0% of the Firm Shares pursuant to a warrant agreementsold in the Offering), representing the for an aggregate purchase price of $100.00. The Representative’s WarrantsWarrant Agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which that is six one hundred and eighty (6180) months days after the effective date of the Registration Statement (as defined in Section 2.1.1 below) (the “Effective Date Date”) and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the each Firm UnitsShare. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period after days immediately following the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrants and the underlying shares of Common Stock shall not be sold during the Offering, or any portion thereofsold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities the Representative’s Warrants and the underlying shares of Common Stock by any person for a period of one hundred eighty (180) days immediately following the Effective Date to anyone other than (i) an Underwriter or a selected dealer Date, except as provided for in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictionsFINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant Date, or Option Closing Date, as applicable, an option (the “Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] shares Ordinary Shares 1 (, for an aggregate purchase price of Common Stock, representing three percent (3%) of the Firm Shares pursuant to a warrant $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is Representative’s Warrant equal to one hundred twenty-five percent (125%) of the initial public offering price of the per Firm UnitsShare. The Representative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants Ordinary Shares during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.. 1 equal to 7.0% of the number of the Firm Shares purchased by investors introduced by the Underwriters plus 3.5% of the number of the Firm Shares purchased by investors introduced by the Company, issued on such Closing Date

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date, and the Option Closing Date if applicable, a warrant warrant, in the form attached hereto as Exhibit B (“Representative’s WarrantsWarrant”) ), for the purchase of an aggregate of up to [●] shares of Common StockShares, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant agreementShares, representing the Representative’s Firm Pre-Funded Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”)Option Shares and Option Pre-Funded Warrants sold on such date, for an aggregate purchase price of $100.00. The Representative’s Warrants Warrant shall be exercisable, in whole or in part, commencing on a the date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the fivefour and one-half year anniversary of the Effective Date Date, at an initial exercise price per share of Common Stock of $[●]] per Common Share, which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant and the Common Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the shares of underlying Common Stock issuable upon the exercise of the Representative’s Warrants Shares during the one hundred eighty (180) day period days after the Effective Date Date, and additional restrictions imposed on transferring the Representative’s Warrant while the Common Shares are listed on the Canadian Securities Exchange (the “CSE”) and by its acceptance thereof shall agree agree[ (A)] that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative or of any such Underwriter or selected dealer, or (iii) as otherwise expressly permitted by FINRA Rule 5110(g); and only if any such transferee agrees to the foregoing restrictionslock-up restrictions and (B) so long as the Common Shares are listed on the CSE, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (within the meaning of policies of the CSE) of the Representative or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] 180,000 shares of Common Stock, representing three percent (3%) 6% of the Firm Shares Shares, for an aggregate purchase price of $100.00, pursuant to a warrant agreement, representing the terms of the Representative’s WarrantsWarrant agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date an additional Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock equal to 6% of the Option Shares sold on such Option Closing Date. The Representative’s Warrants shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date commencement of sales in the Offering and expiring on the fivethree-year anniversary of the Effective Date such date at an initial exercise price per share of Common Stock of $[●]15.625, which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement Warrants and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date commencement of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date commencement of sales in the Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] 2,000,000 shares of Common Stock, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant sum of (i) the number of shares of Common Stock contained in the Class A Units sold in this offering and (ii) the number of shares of Common Stock issuable upon conversion of the Preferred Stock contained in the Class B Units sold in this offering, if any, but excluding shares of Common Stock underlying the Warrants issued in this offering and shares of Common Stock (and shares of Common Stock underlying any Warrants) sold, if any, upon exercise of the underwriter’s Over-allotment Option, for an aggregate purchase price of $100. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]0.1875, which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsClass A Units sold in this offering. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and Option Closing Date, as applicable, a warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate number of [●] shares of Common Stock, Ordinary Shares representing three percent (3%) 5% of the Firm Shares pursuant to a warrant Public Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Ordinary Share of $[●•], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants underlying Ordinary Shares during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (the “Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing three percent 5.0% (3%) 2.5% of the Firm Shares pursuant to a warrant aggregate number of share of Common Stock sold as part of the Class A Units and shares of Common Stock into which the Preferred Stock sold as part of the Class B Units is convertible. (excluding the Option Securities), for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred and eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) 125.0% of the initial public offering price of the Firm Unitseach Class A Unit. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period after days immediately following the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant and the underlying shares of Common Stock shall not be sold during the Offering, or any portion thereofsold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities the Representative’s Warrant or the underlying shares of Common Stock by any person for a period of one hundred eighty (180) days immediately following the Effective Date to anyone other than (i) an Underwriter or a selected dealer Date, except as provided for in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictionsFINRA Rule 5110(g)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative Underwriters (and/or its their designees) on the Closing Date a warrant (the “Representative’s Underwriters’ Warrants”) for the to purchase a number of an aggregate of [●] shares of Common Stock, Stock representing three percent (3%) 5% of the Firm Shares pursuant to a warrant agreement(excluding the Option Units), representing the Representative’s Warrantsas set forth opposite their respective names on Schedule 1 attached hereto, substantially for an aggregate purchase price of $________. The Underwriters’ Warrant agreements, in the form attached hereto as Exhibit A B (the each, a “Representative’s Underwriter Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Firm Unit of $[●], which is equal to one hundred twenty-five percent (125%) of the initial public offering price of the Firm Units_____. The Representative’s Warrant Agreement Agreements and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Underwriters’ Securities.” The Representative ”. Each of the Underwriters understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Underwriter Warrant Agreements and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrantsits Underwriter Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] 200,000 shares of Common Stock, representing three 5% of the Firm Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock equal to five percent (35%) of the Firm Option Shares pursuant to a warrant sold on such Option Closing Date. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]5.00, which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant agreementPublic Securities, representing the for an aggregate purchase price of $100.00. The Representative’s WarrantsWarrant Agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing beginning on a the date which that is six one hundred eighty (6180) months days after the Effective Date commencement of sales of the Public Securities issued in connection with this Offering and expiring on the five-fifth (5th) year anniversary of the Effective Date commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise for a period of the Representative’s Warrants during the one hundred eighty (180) day period after days immediately following the Effective Date commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●•] shares of Common Stock, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant Public Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the first anniversary of the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●•], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) Underwriters or their designees on the Closing Date a warrant an option (the “Representative’s WarrantsUnderwriters’ Warrant”) for the purchase of an aggregate of [●] 319,489 shares of Common Stock, representing three five percent (35%) of the number of shares of Common Stock represented by the Firm Shares pursuant to a warrant (excluding the Option Shares). The Underwriters’ Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A B (the “Representative’s Underwriters’ Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the date of Effective Date (as hereinafter defined) and expiring on the five-year five (5)-year anniversary of the Effective Date (as hereinafter defined) at an initial exercise price per share of Common Stock of $[●]3.9125, which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the per Firm UnitsUnit. The Representative’s Underwriters’ Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Underwriters’ Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Underwriters’ Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one three hundred eighty sixty (180360) day period days after the Effective Date and (as hereinafter defined) and, by its acceptance thereof thereof, shall agree that it will not sell, transfer, assign, pledge pledge, or hypothecate the Representative’s WarrantsUnderwriters’ Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities for a period of one three hundred eighty sixty (180360) days following the Effective Date (as hereinafter defined) to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, Offering or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. The Underwriters’ Warrant will be allocated as further articulated in Schedule 1 herein. “Effective Date” shall mean the date that the Commission declares the Registration Statement effective.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●•] shares of Common StockShares, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Share of $[●•], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants underlying Shares during the one hundred eighty (180) day period first year after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (1801) days year following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●•] shares of Common Stock, representing three percent Stock (3%) which is equal to an aggregate of 5.0% of the Firm Shares pursuant to a warrant sold in the Offering), for an aggregate purchase price of $10.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on [•], 2017, the five-three year anniversary of the Effective Date, which period shall not extend further than three years from the Effective Date of the Offering in compliance with FINRA Rule 5110(f)(2)(H)(i). The Representative Warrant will be exercisable at an initial exercise price per share of Common Stock of $[●•], which is equal to one hundred twenty-five percent (125%) 120% of the initial public offering price of the each Firm UnitsShare. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Provided that the amount of Total Non-Affiliate Proceeds of the Offering exceeds $15,000,000, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●•] shares of Common Stock, representing three percent (3%) % of the Firm Shares pursuant (excluding the Option Shares) sold to a warrant non-affiliates in the Offering, for an aggregate purchase price of [$100.00]. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●•], which is equal to one hundred twenty-five percent (125%) 150% of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant two separate warrants (collectively, the “Representative’s Warrants”) ), for an aggregate purchase price of $100.00. The first of the Representative’s Warrants is a warrant for the purchase of an aggregate of [●] 12,000 shares of Series A Preferred Stock, collectively representing a number of shares of Series A Preferred Stock equal to 1% of the Firm Shares (the “Representative’s Warrants for Series A Preferred Stock”). The second of the Representative’s Warrants is a warrant for the purchase of an aggregate of 36,000 Warrants, each exercisable to purchase one share of Common Stock at an initial exercise price of $5.00 per share of Common Stock, collectively representing three percent (3%) a number of Warrants equal to 1% of the Firm Shares pursuant to a Warrants (the “Representative’s Warrants for Common Stock Warrants”). The warrant agreement, representing agreement for the Representative’s WarrantsWarrants for Series A Preferred Stock, substantially in the form attached hereto as Exhibit A A-1 (the “Representative’s Warrant AgreementAgreement for Series A Preferred Stock”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below) and expiring on the five-year anniversary of the Effective Date, at an initial exercise price per share of Series A Preferred Stock of $24.97. The warrant agreement for the Representative’s Warrants for Common Stock Warrants, in the form attached hereto as Exhibit A-2 (the “Representative’s Warrant Agreement for Common Stock Warrants”, and together with the Representative’s Warrant Agreement for Series A Preferred Stock, the “Representative’s Warrant Agreements”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (180) days after the Effective Date and expiring on the five-year anniversary of the Effective Date Date, at an initial exercise price per Representative’s Warrant for Common Stock Warrant of $0.01. Underlying each Representative’s Warrant for Common Stock Warrant shall be a Warrant that is the same Warrant as the Public Warrants being offered and sold in the Offering, with the same terms and conditions as the Public Warrants, including the initial Exercise Price (as such term is defined in the Public Warrants) of each such Warrant underlying the Representative’s Warrants for Common Stock Warrants shall be $5.00 per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) the “Underlying Common Stock Warrants”). The Underlying Common Stock Warrants issued upon exercise of the initial public offering price of Representative’s Warrant for Common Stock Warrants shall be governed by the Firm Unitswarrant agency agreement (including all annexes and attachments thereto) between the Company and Mountain Share Transfer, LLC, as warrant agent (the “Warrant Agent”), to be executed and delivered by the Company and the Warrant Agent on or prior to the Closing Date, substantially in the form thereof (including the annexes and attachments thereto) filed as Exhibit 4.4 to the Registration Statement (together with all annexes and attachments thereto, the “Warrant Agency Agreement”). The Representative’s Warrant Agreement for Series A Preferred Stock and the Representative’s Warrants for Series A Preferred Stock represented thereby, the Representative’s Warrant Agreement for Common Stock Warrants and the Representative’s Warrants for Common Stock Warrants represented thereby, the shares of Series A Preferred Stock issuable upon exercise of the Representative’s Warrants for Series A Preferred Stock pursuant to the Representative’s Warrant Agreement for Series A Preferred Stock, and the Preferred Conversion Shares issuable upon conversion of such shares of Series A Preferred Stock pursuant to the Certificate of Designation, the Underlying Common Stock Warrants issuable upon exercise of the Representative’s Warrants for Common Stock Warrants pursuant to the Representative’s Warrant Agreement for Common Stock Warrants, and the shares of Common Stock issuable upon exercise thereof of the Common Stock Warrants pursuant to the Warrant Agency Agreement are hereinafter referred to together collectively as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants Securities during the one hundred eighty (180) day period after days immediately following the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsSecurities shall not be sold during the Offering, or any portion thereofsold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities the Representative’s Securities by any person for a period of one hundred eighty (180) days immediately following the Effective Date to anyone other than (i) an Underwriter or a selected dealer Date, except as provided for in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictionsFINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] 285,720 shares of Common Stock, representing three four percent (34%) of the Firm Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock equal to four percent (4%) of the Option Shares pursuant to a warrant sold on such Option Closing Date, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date Date, at an initial exercise price per share of Common Stock of $[●]0.875, which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsPublic Securities. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than to (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (““ Representative’s WarrantsWarrant ”) for the purchase of an aggregate of [●•] ([•]) shares of Common Stock, representing three percent (3%) which is equal to an aggregate of 5% of the shares of Common Stock underlying the Firm Shares pursuant to a warrant Securities sold in the Offering (excluding the Firm Warrants sold in the Offering), for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the ““ Representative’s Warrant AgreementAgreement ”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year from [__] [One Year from when the Registration Statement Goes Effective] after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share shares of Common Stock of $[●•], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of each share of Common Stock underlying the Firm UnitsSecurities. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the ““ Representative’s SecuritiesSecurities .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] 46,300 shares of Common Stock, representing three percent (3%) 3.5% of the number of shares of Common Stock represented by the Firm Shares pursuant sold in the Offering but excluding shares of Common Stock sold with respect to a warrant agreement, representing the Pre-Existing Relationship Investors. The Representative’s WarrantsWarrant, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants A, shall be exercisable, in whole or in part, commencing on a date which is six one hundred and eighty (6180) months days after the Effective Date Applicable Time (as defined below) and expiring on the fivefour-year anniversary of the Effective Date initial exercise date at an initial exercise price per share of Common Stock of $[●]4.20, which is equal to one hundred twenty-five percent (125%) 120% of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date Applicable Time (as defined below) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date Applicable Time (as defined below) to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●[ ] shares of Common Stock, representing three percent (3%) 4% of the Firm Shares pursuant to a warrant sum of (i) the number of shares of Common Stock contained in the Class A Units sold in this offering and (ii) the number of shares of Common Stock issuable upon conversion of the Preferred Stock contained in the Class B Units sold in this offering, if any, but excluding shares of Common Stock underlying the Warrants issued in this offering and shares of Common Stock (and shares of Common Stock underlying any Warrants) sold, if any, upon exercise of the underwriter’s Option. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●[ ], which is equal to one hundred twenty-five percent (125%) 110% of the initial public offering price of the Firm UnitsClass A Units sold in this offering. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities.” ”) The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s Warrants”) for the purchase of an aggregate of [●] shares Common Shares, representing 5.0% of the number of Common Stock, representing three percent (3%) of Shares included in the Firm Units (not including any Common Shares pursuant to a warrant agreementinto which the Firm Warrants are exercisable), for an aggregate purchase price of $100.00. The agreement(s) representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the one-year anniversary of the Effective Date and expiring on the fivethree-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Shares of $[●], which is equal to one hundred twenty-five percent (125%) 120.0% of the initial public offering price of the Firm Units. The Representative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the shares of underlying Common Stock issuable upon the exercise of the Representative’s Warrants Shares during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date, and the Option Closing Date if applicable, a warrant warrant, in the form attached hereto as Exhibit B (“"Representative’s Warrants”) 's Warrant"), for the purchase of an aggregate of up to [●•] shares of Common StockShares, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant agreementShares, representing the Representative’s Firm Pre-Funded Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”)Option Shares and Option Pre-Funded Warrants sold on such date, for an aggregate purchase price of $100.00. The Representative’s Warrants 's Warrant shall be exercisable, in whole or in part, commencing on a the date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date Date, at an initial exercise price per share of Common Stock of $[●]•] per Common Share, which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s 's Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “"Representative’s 's Securities.” " The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants 's Warrant and the shares of underlying Common Stock issuable upon the exercise of the Representative’s Warrants Shares during the one hundred eighty (180) day period days after the Effective Date Date, and additional restrictions imposed on transferring the Representative's Warrant while the Common Shares are listed on the TSX Venture Exchange (the "TSXV") and by its the Representative's acceptance thereof shall agree that it that: (A) the Representative will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants's Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative or of any such Underwriter or selected dealer, or (iii) as otherwise expressly permitted by FINRA Rule 5110(g); and only if any such transferee agrees to the foregoing restrictionslock-up restrictions and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative's Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (within the meaning of policies of the TSXV) of the Representative or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Purchase Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant (“Representative’s Warrants”) for the purchase of an aggregate of [●] shares of Common Stock, representing three percent (3%) 5% of the Firm Shares aggregate number of shares of Common Stock sold in the Offering pursuant to a warrant agreement, representing the Representative’s Warrants, substantially agreement in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]6, which is equal to one hundred twenty-five percent (125%) 120% of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period 180 days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) 180 days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant agreementand Option Shares, representing the for an aggregate purchase price of $100.00. The Representative’s WarrantsWarrant Agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing beginning on a the date which that is six one (61) months year after the Effective Date commencement of sales of the Public Securities issued in connection with this Offering and expiring on the five-fifth (5th) year anniversary of the Effective Date commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise for a period of the Representative’s Warrants during the one hundred eighty (180) day days (with the understanding that the Representative has agreed to extend this period after to one (1) year) immediately following the Effective Date commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (1801) days year immediately following the Effective Date commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date Date, and the Option Closing Date, if applicable, a warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing three five percent (35.0%) of the Firm Shares pursuant to a warrant Public Securities sold on such date, for an aggregate purchase price of $[●]. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125125.0%) of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant an option (the “Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing three percent (3%) of the Firm Shares pursuant to a warrant ____Ordinary Shares1. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is Representative’s Warrant equal to one hundred twenty-five percent (125%) of the initial public offering price of the per Firm UnitsUnit. The Representative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants underlying Ordinary Shares during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant or warrants (the “Representative’s WarrantsWarrant”) exercisable for the purchase of an aggregate of [●] shares of Common Stock, Stock (or [●] shares of Common Stock if the Underwriters exercise the Over-allotment Option in full) representing three percent (3%) 5% of the Firm Shares aggregate number of shares of Common Stock sold in the Offering pursuant to a warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). Each Representative’s Warrant entitles the holder thereof to purchase shares of Common Stock at the exercise price thereof. The Representative’s Warrants Warrant shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]] per share, which is equal to one hundred twenty-five percent (125%) 100% of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon on the transfer of the Representative’s Warrants Warrant and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants Representative Warrant during the one hundred eighty (180) day period after commencing on the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] shares of Common StockShares, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant Public Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Share of $[●], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the shares of underlying Common Stock issuable upon the exercise of the Representative’s Warrants Shares during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to certain of the Representative Underwriters (and/or its their designees) on the Closing Date a warrant warrants (“Representative’s Underwriters’ Warrants”) for the purchase of an aggregate of [●] shares of Common StockOrdinary Shares, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriters’ Warrants agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Underwriters’ Warrants Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Ordinary Share of $[●], which is equal to one hundred twenty-five percent (125%) 100% of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Underwriters’ Warrants Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Underwriters’ Securities.” The Representative Each of the Underwriters party to the Underwriters’ Warrants Agreement (the “Selected Underwriters”) understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Underwriters’ Warrants Agreement and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants underlying Ordinary Shares during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsUnderwriters’ Warrants Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] 1,520,000 shares of Common Stock, representing three percent (3%) 4% of the Firm Shares pursuant to a warrant sum of (i) the number of shares of Common Stock contained in the Class A Units sold in this offering and (ii) the number of shares of Common Stock issuable upon conversion of the Preferred Stock contained in the Class B Units sold in this offering, if any, but excluding shares of Common Stock underlying the Warrants issued in this offering and shares of Common Stock (and shares of Common Stock underlying any Warrants) sold, if any, upon exercise of the underwriter’s Option. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]0.275, which is equal to one hundred twenty-five percent (125%) 110% of the initial public offering price of the Firm UnitsClass A Units sold in this offering. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities.” ”) The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) Underwriters or their designees on the Closing Date a warrant an option (the “Representative’s WarrantsUnderwriters’ Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing three five percent (35%) of the number of shares of Common Stock represented by the Firm Shares pursuant to a warrant (excluding the Option Shares). The Underwriters’ Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A B (the “Representative’s Underwriters’ Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which that is six one (61) months year after the date of Effective Date (as hereinafter defined) and expiring on the five-year five (5)-year anniversary of the Effective Date (as hereinafter defined) at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the per Firm UnitsUnit. The Representative’s Underwriters’ Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Underwriters’ Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Underwriters’ Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one three hundred eighty sixty (180360) day period days after the Effective Date and (as hereinafter defined) and, by its acceptance thereof thereof, shall agree that it will not sell, transfer, assign, pledge pledge, or hypothecate the Representative’s WarrantsUnderwriters’ Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities for a period of one three hundred eighty sixty (180360) days following the Effective Date (as hereinafter defined) to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, Offering or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. The Underwriters’ Warrant will be allocated as further articulated in Schedule 1 herein. “Effective Date” shall mean the date that the Commission declares the Registration Statement effective.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●•] shares of Common Stock, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant Public Securities. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●•], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a and Option Closing Date, as applicable, one or more warrants, with each such warrant being exercisable to purchase one Common Share (“collectively, the "Representative’s Warrants”) for 's Warrant"). The aggregate number of Representative's Warrants to be issued to the purchase of an aggregate of [●] shares of Common Stock, representing three percent (3%) Representative shall represent 5% of the Firm Shares pursuant to a warrant and Firm Pre-Funded Warrants purchased on such Closing Date and 5% of the Option Shares and Option Pre-Funded Warrants purchased on any such Option Closing Date, for an aggregate purchase price of $100.00. The Representative's Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A B (the “"Representative’s 's Warrant Agreement”"). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Share of $[●]0.8125, which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s 's Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “"Representative’s 's Securities.” " The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants 's Warrant Agreement and the shares of underlying Common Stock issuable upon the exercise of the Representative’s Warrants Shares during the one hundred eighty (180) day period days after the Effective Date Date, and additional restrictions imposed on transferring the Representative's Warrant Agreement while the Common Shares are listed on the TSX Venture Exchange (the "TSXV") and by its the Representative's acceptance thereof shall agree that it that: (A) the Representative will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants's Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative or of any such Underwriter or selected dealer, or (iii) as otherwise expressly permitted by FINRA Rule 5110(g); and only if any such transferee agrees to the foregoing restrictionslock-up restrictions and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative's Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (within the meaning of policies of the TSXV) of the Representative or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] shares of Common Series B Preferred Stock, representing three percent (3%) 2% of the Firm Shares pursuant to a warrant Public Shares, and [●] warrants for the purchase of one share of Common Stock each, representing 2% of the Public Warrants, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six three hundred sixty (6360) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price (i) per share of Common Series B Preferred Stock of $[●], which is equal to one hundred twenty-five percent 24.99 and (125%ii) per public warrant of the initial public offering price of the Firm Units$0.01. The Representative’s Warrant Agreement and the shares of Common Series B Preferred Stock and warrants issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Series B Preferred Stock issuable upon the exercise of the Representative’s Warrants and warrants during the one three hundred eighty and sixty days (180360) day period after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one three hundred eighty and sixty (180360) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant and Option Closing Date, as applicable, an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate number of [●] shares of Common Stock, Stock representing three percent (3%) 5% of the Firm Shares pursuant to a warrant Public Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Commencement Date (as defined below) and expiring on the five-year anniversary of the Effective Date Commencement Date, at an initial exercise price per share of Common Stock of $[●]7.50, which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. “Commencement Date” shall mean the date of commencement of sales of the Common Stock issued in the Offering. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Commencement Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●•] shares of Common Stock, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant agreementShares, representing the for an aggregate purchase price of $100.00. The Representative’s WarrantsWarrant Agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing beginning on a the date which that is six one (61) months year after the Effective Date commencement of sales of the Public Securities issued in connection with this Offering and expiring on the five-fifth (5th) year anniversary of the Effective Date commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●•], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise for a period of the Representative’s Warrants during the one hundred eighty (180) day days (with the understanding that the Representative has agreed to extend this period after to one (1) year) immediately following the Effective Date commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days (with the understanding that the Representative has agreed to extend this period to one (1) year) immediately following the Effective Date commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The In the event that the Company receives gross proceeds of at least $4,000,000 from the Offering (excluding proceeds from Company Introduced Investors), the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and Option Closing Date, as applicable, a warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate number of [●] shares of Common Stock, Stock representing three percent (3%) of the Firm Shares pursuant sold in the Offering to a warrant agreement, representing the investors other than Company Introduced Investors. The Representative’s WarrantsWarrant Agreement, substantially in the form attached hereto as Exhibit A C (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months after days immediately following the Effective Date date of the commencement of sales of the offering and expiring on the five-two and one half (2.5) year anniversary following the date of the Effective Date commencement of sales of the offering at an initial exercise price per share of Common Stock of $[●]0.35, which is equal to one hundred twenty-five percent (125%) 100% of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period after days immediately following the Effective Date commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative Representatives (and/or its designees) on the Closing Date Date, and on each Option Closing Date, if any, a warrant or warrants (the “Representative’s Representatives’ Warrants”) for the to purchase of an aggregate of [●] shares of Common Stock, representing three percent Stock (3%or [●] shares of Common Stock if the Underwriters exercise the Over-allotment Option in full) equal to 5.0% of the aggregate number of Firm Shares and Option Shares issued on such Closing Date and Option Closing Date, as applicable, sold in the Offering pursuant to a warrant agreement, representing the Representative’s Warrants, agreement substantially in the form attached hereto as set forth in Exhibit A hereto (the “Representative’s Representatives’ Warrant Agreement”). Each Representatives’ Warrant entitles the holder thereof to purchase shares of Common Stock at the exercise price thereof. The Representative’s Warrants Representatives’ Warrant shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]] per share, which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Representatives’ Warrants shall also provide for registration rights, including a one-time demand registration right and unlimited “piggyback” registration rights at our expense with respect to the underlying shares during the five-year period commencing from the Effective Date, subject to FINRA Rule 5110(g)(8). The Representatives’ Warrant Agreement and the shares of Common Stock issuable upon exercise thereof of the Representatives’ Warrant (the “Representatives’ Shares” and, together with the Public Shares, the “Shares”) are hereinafter referred to together as the “Representative’s Representatives’ Securities.” ”. The Representative understands Representatives understand and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon on the transfer of the Representative’s Warrants Representatives’ Warrant and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants Representatives’ Warrant during the one hundred eighty (180) day period after commencing on the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsRepresentatives’ Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictionsrestrictions and those in the Representatives’ Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (the “Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] 143,482 shares of Common Stock, representing three percent (3%) 3.0% of the Firm Shares pursuant quotient of the gross proceeds from this Offering (excluding any exercise of the over-allotment option) divided by $3.00, which is the last closing price of the Common Stock on the NYSE American LLC (“NYSE American”) prior to a warrant the execution of this Agreement, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which that is six one hundred and eighty (6180) months days after the Effective Date commencement of sales of the Public Securities issued in connection with this Offering (the “Commencement Date”) and expiring on the five-year anniversary of the Effective Commencement Date at an initial exercise price per share of Common Stock of $[●]3.75, which is equal to one hundred twenty-five percent (125%) 125.0% of $3.00, which is the initial public offering last closing price of the Firm UnitsCommon Stock on the NYSE American prior to the execution of this Agreement. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period after days immediately following the Effective Commencement Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant and the underlying shares of Common Stock shall not be sold during the Offering, or any portion thereofsold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities the Representative’s Warrant or the underlying shares of Common Stock by any person for a period of one hundred eighty (180) days immediately following the Effective Date to anyone other than (i) an Underwriter or a selected dealer Commencement Date, except as provided for in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictionsFINRA Rule 5110(e)(1).

Purchase Warrants. The As additional compensation for its services hereunder, the Company hereby agrees to issue to the Representative (and/or its designees) (i) on the Closing Date an Ordinary Shares Purchase Warrant (a warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●____] shares Ordinary Shares (which is equal to an aggregate of Common Stock, representing three percent (3%) 5% of the Firm Shares pursuant to sold in the Offering and (ii) on each Option Closing Date a warrant agreement, representing the Representative’s WarrantsWarrant for the purchase of an aggregate of 5% of the Additional Shares sold in the Offering. The Representative’s Warrant, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants A, shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Ordinary Share of $[●____], which is equal to one hundred twenty-five percent (125%) 110% of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof (the “Representative’s Shares”) are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants underlying Ordinary Shares during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant Date, an option (“"Representative’s Warrants”'s Warrant") for the purchase of an aggregate number of [●] shares of Common Stock, Stock representing three percent (3%) 5% of the Firm Public Securities. Notwithstanding the foregoing, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date, a Representative's Warrant for the purchase of an aggregate number of shares of Common Stock representing 2% of the Public Securities for any sales of Shares pursuant to a warrant Company Introduced Investors. The Representative's Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “"Representative’s 's Warrant Agreement”"). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]1.25, which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s 's Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “"Representative’s 's Securities.” " The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants 's Warrant Agreement and the underlying the shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants's Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of up to [●•] shares of Common Stock, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant agreementand the Option Shares, representing the for an aggregate purchase price of $100.00. The Representative’s WarrantsWarrant Agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing beginning on a the date which that is six one hundred eighty (6180) months days after the Effective Date commencement of sales of the Public Securities issued in connection with this Offering and expiring on the five-fifth (5th) year anniversary of the Effective Date commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●•], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise for a period of the Representative’s Warrants during the one hundred eighty (180) day period after days immediately following the Effective Date commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant two separate warrants (collectively, the “Representative’s Warrants”) ), for an aggregate purchase price of $100.00. The first of the Representative’s Warrants is for the purchase of an aggregate of [●] shares of Series B Preferred Stock, representing 1% of the Public Shares (the “Warrants for Preferred Stock”). The second of the Representative’s Warrants is for the purchase of an aggregate of [●] warrants each exercisable into one share of Common Stock, representing three percent (3%) 1% of the Firm Shares pursuant to a warrant agreementPublic Warrants, representing the (such Representative’s Warrants, substantially the “Warrants for Common Stock Warrants”). The warrant agreement for the Representatives’ Warrants for Preferred Stock, in the form attached hereto as Exhibit A A.1 (the “Representative’s Warrant AgreementAgreement for Series B Preferred Stock”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six three hundred sixty (6360) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Series B Preferred Stock of $[●]24.95. The warrant agreement for the Representative’s Warrants for Common Stock Warrants, in the form attached hereto as Exhibit A.2 (the “Representative’s Warrant Agreement for Common Stock Warrants”, together with the Representative’s Warrant Agreement for Series B Preferred Stock, the “Representative’s Warrant Agreements”), shall be exercisable, in whole or in part, commencing on a date which is equal to one three hundred twentysixty (360) days after the Effective Date and expiring on the five-five percent (125%) year anniversary of the Effective Date at an initial public offering exercise price per warrant of the Firm Units$0.01. The Representative’s Warrant Agreement Agreements and the shares of Common Series B Preferred Stock and warrants issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreements and the underlying shares of Common Series B Preferred Stock issuable upon the exercise of the Representative’s Warrants and warrants during the one three hundred eighty and sixty days (180360) day period after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreements, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one three hundred eighty and sixty (180360) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date or the Option Closing Date, as applicable, a warrant (“Representative’s Warrants”) for the purchase of an aggregate of [●] 115,000 shares of Common Stock, representing three percent (3%) up to 5% of the number of Firm Shares pursuant to a warrant agreementand Option Shares sold on the Closing Date or the Option Closing Date, as applicable. The agreement(s) representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-five (5) year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]3.30, which is equal to one hundred twenty-five percent (125%) 110.0% of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] 50,000 shares of Common Stock, representing three five percent (35%) of the Firm Shares pursuant to a warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A hereto (the “Representative’s Warrant Agreement”) (excluding any Option Shares sold in the Over-Allotment Option, if any). The Representative’s Warrants Warrant shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]5.00, which is equal to one hundred twenty-five percent (125%) 100.0% of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of the Representative’s Warrants Warrant and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants Warrant during the one hundred eighty (180) day period after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (the “Representative’s WarrantsWarrant”) for to purchase from the purchase Company of an aggregate of [●•] shares of Common Stock, representing three percent (3%) % of the Firm Shares pursuant to a warrant (excluding the Option Shares and the Shares of Common Stock underlying the Firm Warrants and the Option Warrants), for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●•], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] shares of Common Stock133,335 ADSs, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant Public Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date date hereof and expiring on the fivethree and one-half year anniversary of the Effective Date thereof at an initial exercise price per share of Common Stock ADS of $[●]1.875, which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants underlying ADSs during the one hundred eighty (180) day period days after the Effective Date date hereof and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date hereof to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] 160,000 Common Shares, representing 5% of the Firm Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock, representing three Shares equal to five percent (35%) of the Firm Option Shares pursuant to a warrant sold on such Option Closing Date. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Share of $[●]9.375, which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the shares of underlying Common Stock issuable upon the exercise of the Representative’s Warrants Shares during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] 36,000 shares of Common Stock, representing three percent (3%) % of the Firm Shares pursuant to a warrant Shares. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six (6) months 180 days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]20.00, which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and Option Closing Date, as applicable, a warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate number of [●] shares of Common Stock, Stock representing three five percent (35%) of the Firm Shares pursuant to a warrant Public Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period after days immediately following the Effective Date date of effectiveness or commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date date of effectiveness or commencement of sales of the offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant and Option Closing Date, as applicable, an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate number of [●] shares of Common Stock, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant Public Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which that is six one hundred eighty (6180) months after days immediately following the Effective Date commencement of sales of the securities issued in this offering and expiring on the five-year anniversary of the Effective Date commencement of sales of the securities issued in this offering at an initial exercise price per share of Common Stock of $[●]7.50, which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon for the exercise period of the Representative’s Warrants during the one hundred eighty (180) day period after days beginning on the Effective Date date of commencement of sales of the securities issued in this offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following beginning on the Effective Date date of commencement of sales of the securities issued in this offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●•] shares of Common Stock, representing three percent Stock (3%) which is equal to an aggregate of 3.0% of the Firm Shares pursuant to a warrant and shares of Common Stock underlying the Pre-Funded Warrants sold in the Offering), for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date and expiring on the five-four year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●•], which is equal to one hundred twenty-five percent (125%) 110.0% of the initial public offering price of the Firm Unitseach Share. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative Representatives (and/or its designees) on the Closing Date a warrant (“Representative’s Representatives’ Warrants”) five- year warrants for the purchase of an aggregate a number of [●] shares the Shares equal to 2.0% of Common Stock, representing three percent (3%) the number of the sum of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants shall be exercisableA, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent 5.75 (125%) or 115% of the initial public offering price of the per Firm UnitsShare). The Representative’s Warrant Agreement Representatives’ Warrants and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Representatives’ Securities.” The Representative understands Representatives’ Securities are transferrable within the Representatives’ respective organizations at their discretion. The Representatives’ Securities are exercisable beginning on the commencement of sales of the Offering (the “Commencement Date”) and agrees will expire five (5) years after the Commencement Date. The Representatives’ Securities are not redeemable by the Company. The Representatives’ Securities provide for immediate demand and/or piggy-back registration rights at the Company’s expense. The Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Representatives’ Warrants and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants underlying Shares during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Representatives’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. The Representatives’ Warrants shall also have customary anti-dilution provisions for stock dividends, splits, mergers, and any future stock issuance, etc., at a price(s) below said exercise price per share and shall provide for automatic exercise immediately prior to expiration. The Representatives’ Warrants will contain such other terms and conditions no less favorable to Representatives than the term and conditions generally available to an unaffiliated third party under the same or similar circumstances.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] 312,500 shares of Common Stock, representing three 5% of the Firm Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock equal to five percent (35%) of the Firm Option Shares pursuant to a warrant sold on such Option Closing Date. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]5.00, which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant two separate warrants (the “RepresentativeUnderwriter’s Warrants”) for an aggregate purchase price of $100.00. The first of the Underwriter’s Warrants is a warrant for the purchase of an aggregate of [●] shares of Common Stock2,000 Series A Preferred Shares, representing three percent (3%) a total equal to 1% of the Firm Shares pursuant to (the “Underwriter’s Firm Warrants for Preferred Shares”). The second of the Underwriter’s Warrants is a warrant agreementfor the purchase of an aggregate of 16,000 warrants each exercisable into one Common Share, representing a total equal to 1% of the RepresentativeFirm Warrants (the “Underwriter’s Firm Warrants for Common Shares Warrants”). The warrant agreement for the Underwriter’s Firm Warrants for Preferred Shares, substantially in the form attached hereto as Exhibit A A-1 (the “RepresentativeUnderwriter’s Warrant AgreementAgreement for Series A Preferred Shares”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below) and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Series A Preferred Share of $24.92. The warrant agreement for the Underwriter’s Firm Warrants for Common Share Warrants, in the form attached hereto as Exhibit A-2 (the “Underwriter’s Warrant Agreement for Common Share Warrants”, and together with the Underwriter’s Warrant Agreement for Series A Preferred Shares, the “Underwriter’s Warrant Agreements”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (180) days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Underwriter’s Firm Warrant for Common Stock Shares Warrants of $[●]0.01. Underlying each Underwriter’s Firm Warrant for Common Shares Warrant shall be a common share warrant with the same terms and conditions of the Public Warrants (defined above), which including, the initial Exercise Price (as such term is equal to one hundred twenty-five percent (125%defined in the Public Warrant) of the initial public offering price of the Firm Unitscommon share warrants shall be $1.40 per Common Share. The RepresentativeUnderwriter’s Warrant Agreement Agreements and the shares of Common Stock Series A Preferred Shares and warrants issuable upon exercise thereof and the Preferred Conversion Shares issuable upon exercise of the Underwriter’s Firm Warrants for Preferred Shares and the Common Shares issuable upon conversion of such Preferred Shares and the Common Shares issuable upon exercise of the Underwriter’s Firm Warrants for Common Shares Warrants are hereinafter referred to together as the “RepresentativeUnderwriter’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the RepresentativeUnderwriter’s Warrants and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants underlying Series A Preferred Shares and warrants during the one hundred eighty (180) day period after days immediately following the Effective Date and by its acceptance thereof shall agree that it will the Underwriter’s Warrants and the Series A Preferred Shares and warrants shall not sell, transfer, assign, pledge or hypothecate be sold during the Representative’s WarrantsOffering, or any portion thereofsold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities the Underwriter’s Warrants or the underlying Series A Preferred Shares and warrants by any person for a period of one hundred eighty (180) days immediately following the Effective Date to anyone other than (i) an Underwriter or a selected dealer Date, except as provided for in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictionsFINRA Rule 5110(g)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date Date, and on each Option Closing Date, if any, a warrant or warrants (the “Representative’s Warrants”) for the to purchase of an aggregate of [●] 112,500 shares of Common Stock, representing three percent Stock (3%or 129,375 shares of Common Stock if the Underwriters exercise the Over-allotment Option in full) equal to 5.0% of the aggregate number of Firm Shares and Option Shares issued on such Closing Date and Option Closing Date, as applicable, sold in the Offering pursuant to a warrant agreement, representing the Representative’s Warrants, agreement substantially in the form attached hereto as set forth in Exhibit A hereto (the “Representative’s Warrant Agreement”). Each Representative’s Warrant entitles the holder thereof to purchase shares of Common Stock at the exercise price thereof. The Representative’s Warrants Warrant shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]4.00 per share, which is equal to one hundred twenty-five percent (125%) 100% of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof of the Representative’s Warrant (the “Representative’s Shares” and, together with the Public Shares, the “Shares”) are hereinafter referred to together as the “Representative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon on the transfer of the Representative’s Warrants Warrant and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants Representative Warrant during the one hundred eighty (180) day period after commencing on the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing three percent (3%) 5% of the of the sum of the Firm Shares, the Option Shares pursuant to a warrant and the shares of Common Stock underlying the Firm Preferred Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of 5110(g) against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer, or as otherwise permitted by FINRA Rule 5110(g); and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and Option Closing Date, as applicable, a warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate number of [●] shares of Common Stock, Stock representing three ten percent (310%) of the Firm Shares pursuant to a warrant Public Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]_6.60, which is equal to one hundred twenty-five percent (125%) 165% of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period after days immediately following the Effective Date date of effectiveness or commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date date of effectiveness or commencement of sales of the offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●•] shares of Common StockOrdinary Shares, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant agreement(excluding the Option Shares), representing the for an aggregate purchase price of $100.00. The Representative’s WarrantsWarrant, substantially in the a form of which is attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisableexercisable at any time and from time to time, in whole or in part, during a period commencing on a date which is six (6) months after one year from the Effective Date and expiring (the “First Anniversary”), as follows: (i) one third of the Representative’s Warrant will have an exercise period of 12 months beginning on the five-year anniversary First Anniversary, at an initial exercise price per Ordinary Share of $[•], which is equal to 150.0% of the Effective Date initial public offering price per share of Ordinary Share; (ii) one third of the Representative’s Warrant will have an exercise period of 18 months beginning on the First Anniversary, at an initial exercise price per Ordinary Share of $[•], which is equal to 200.0% of the initial public offering price per share of Ordinary Share; and (iii) one third of the Representative’s Warrant will have an exercise period of 24 months beginning on the First Anniversary, at an initial exercise price per share of Common Stock Ordinary Share of $[●•], which is equal to one hundred twenty-five percent (125%) 250.0% of the initial public offering price per share of the Firm UnitsOrdinary Share. The Representative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants underlying Ordinary Shares during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant (“Representative’s Warrants”) for the purchase of an aggregate of [●] 60,000 shares of Common Stock, representing three six percent (36%) of the Firm Shares pursuant to a warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]4.00, which is equal to one hundred twenty-five percent (125100%) of the initial public offering price of the Firm Units. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of the Representative’s Warrants and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred and eighty (180) day period after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred and eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative Underwriter (and/or its designees) on the Closing Date (and on the Option Closing Date, if applicable) a warrant (“RepresentativeUnderwriter’s WarrantsWarrant”) for the purchase of an aggregate of [●] 557,536 shares of Common Stock, representing three percent (3%) 7% of the Firm Shares pursuant to a warrant agreement, representing (including the RepresentativeOptional Shares if they are purchased). The Underwriter’s Warrants, substantially in the form attached hereto as Exhibit A Warrant agreement (the “RepresentativeUnderwriter’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Closing Date and expiring on the five-year anniversary of the Effective Closing Date at an initial exercise price per share of Common Stock of $[●]1.3125, which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The RepresentativeUnderwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “RepresentativeUnderwriter’s Securities.” The Representative Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the RepresentativeUnderwriter’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Closing Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the RepresentativeUnderwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Closing Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or or its designees) on the Closing Date a warrant (“Representative’s WarrantsWarrant”) for the to purchase of up to an aggregate of [●•] shares of Common Stock, representing three 5% of the Firm Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock equal to five percent (35%) of the Firm Option Shares pursuant to a warrant agreement, representing the sold on such Option Closing Date. Each Representative’s Warrants, substantially Warrant will be issued in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , and shall be exercisableexercisable at any time and from time to time, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the of sales of the public offering (the “Effective Date Date”) as contemplated by the Registration Statement (as defined in Section 2.1.1 below) and expiring on the five-four (4) year anniversary of the date that is one hundred and eighty (180) days after the Effective Date at an initial exercise price per share of Common Stock of $[●•], which is equal to one hundred twenty-twenty five percent (125%) of the initial public offering price per share of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than except as provided in paragraph (ie)(2) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealerFINRA Rule 5110; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) on the Closing Date a warrant warrants (“Closing Date Representative’s Warrants”) for the purchase of an aggregate of [●] Ordinary Shares, representing five percent (5%) of the number of Firm Shares and (ii) on each Option Closing Date, if any, warrants (together with the Closing Date Representative’s Warrant, the “Representative’s Warrants”) for the purchase of an aggregate of [●] shares of Common StockOrdinary Shares, representing three five percent (35%) of the Firm Shares pursuant to a warrant agreement, number of Option Shares. The agreement representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, during the four and a half-year period commencing on a date which is six (6) months after from the Effective Date and expiring on the five-year anniversary date of commencement of sales of the Effective Date Offering at an initial exercise price per share of Common Stock of $[●]] per share, which is equal to one hundred and twenty-five percent (125%) of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement Warrants and the shares of Common Stock Ordinary Shares issuable upon exercise thereof of the Representative’s Warrants (the “Representative Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants underlying Ordinary Shares during the one hundred and eighty (180) day period after from the Effective Date date of commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred and eighty (180) days following from the Effective Date date of commencement of sales of the Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (the “Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] 47,923 shares of Common Stock, representing three percent (3%) 3.0% of the Firm Shares pursuant quotient of the gross proceeds from this Offering (excluding any exercise of the over-allotment option) divided by $3.13, which is the last closing price of the Common Stock on the NYSE American LLC (“NYSE American”) prior to a warrant the execution of this Agreement, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred and eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]3.9125, which is equal to one hundred twenty-five percent (125%) 125.0% of $3.13, which is the initial public offering last closing price of the Firm UnitsCommon Stock on the NYSE American prior to the execution of this Agreement. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period after days immediately following the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant and the underlying shares of Common Stock shall not be sold during the Offering, or any portion thereofsold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities the Representative’s Warrant or the underlying shares of Common Stock by any person for a period of one hundred eighty (180) days immediately following the Effective Date to anyone other than (i) an Underwriter or a selected dealer Date, except as provided for in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictionsFINRA Rule 5110(g)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant (“Representative’s WarrantsWarrant”) exercisable for the purchase of an aggregate of [●] shares of Common Stock, 258,823 Ordinary Shares (or 323,529 Ordinary Shares if the Underwriters exerciser the Over-allotment Option in full) representing three percent (3%) 5% of the aggregate number of Firm Shares pursuant to a warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). Each Representative’s Warrant entitles the holder thereof to purchase one Ordinary Share at the exercise price thereof, with such Ordinary Share being deposited upon issuance with the Depositary (as defined herein) in exchange for an ADS. The Representative’s Warrants Warrant shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]4.25 per share, which is equal to one hundred twenty-five percent (125%) 100% of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement Warrant, the Ordinary Shares and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon on the transfer of the Representative’s Warrants Warrant and the shares of Common Stock ADSs issuable upon the exercise of the Representative’s Warrants Representative Warrant during the one hundred eighty (180) day period after commencing on the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●•] shares of Common Stock, representing three percent Stock (3%) which is equal to an aggregate of 7.0% of the Firm Shares pursuant to a warrant sold in the Offering), for an aggregate purchase price of $10.00. The Representative’s Warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on [•], 2017, the five-three year anniversary of the Effective Date Date. The Representative Warrant will be exercisable at an initial exercise price per share of Common Stock of $[●•], which is equal to one hundred twenty-five percent (125%) 120% of the initial public offering price of the each Firm UnitsShare. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative Representatives (and/or its their respective designees) on the Closing Date a warrant warrants (the “Representative’s Representatives’ Warrants”) exercisable for the purchase of an aggregate of [●] 70,625 shares of Common Stock, Stock (or 81,219 shares of Common Stock if the Underwriters exercise the Over-allotment Option in full) representing three percent (3%) 5% of the Firm Shares aggregate number of shares of Common Stock sold in the Offering pursuant to a warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Representatives’ Warrant Agreement”). Each Representatives’ Warrant entitles the holder thereof to purchase shares of Common Stock at the exercise price thereof. The Representative’s Warrants Representatives’ Warrant shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year fifth anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]4.40 per share, which is equal to one hundred twenty-five percent (125%) 110% of the initial public offering price of the Firm UnitsUnderwritten Shares. The Representative’s Representatives’ Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Representatives’ Securities.” The Representative ”. Each of the Representatives understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon on the transfer of the Representative’s Warrants Representatives’ Warrant and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants Representatives’ Warrant during the one hundred eighty (180) day period after commencing on the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsRepresentatives’ Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictionsrestrictions and those in the Representatives’ Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant (“Representative’s WarrantsWarrant”) for the to purchase of up to an aggregate of [●___] shares of Common StockOrdinary Shares, representing three percent (3%) 5% of the Firm Shares Shares, for an aggregate purchase price of $100.00, to be issued pursuant to a warrant agreement, representing the Representative’s WarrantsWarrant Agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). The , which Representative’s Warrants Warrant shall be exercisable, in whole or in part, commencing on a date which is six one hundred eighty (6180) months days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Ordinary Share of $[●___], which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of Ordinary Shares equal to five percent (5%) of the Option Shares sold on such Option Closing Date. The Representative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants underlying Ordinary Shares during the one hundred eighty (180) day period days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant and Option Closing Date, as applicable, an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [●] up to 1,150,000 shares of Common Stock, representing three percent (3%) 5% of the Firm Shares pursuant to a warrant agreementPublic Securities, representing the for an aggregate purchase price of $100.00. The Representative’s WarrantsWarrant Agreement, substantially in the form attached hereto as Exhibit A B (the “Representative’s Warrant Agreement”). The Representative’s Warrants , shall be exercisable, in whole or in part, commencing beginning on a the date which that is six one hundred eighty (6180) months days after the Effective Date commencement of sales of the Public Securities (the “Initial Exercise Date”) issued in connection with this Offering and expiring on the five-fourth (4th) year anniversary of the Effective Initial Exercise Date at an initial exercise price per share of Common Stock of $[●]0.3125, which is equal to one hundred twenty-five percent (125%) % of the initial public offering price of the Firm UnitsShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 upon transfer of against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock issuable upon the exercise for a period of the Representative’s Warrants during the one hundred eighty (180) day period after days immediately following the Effective Date commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer, or (iii) as otherwise expressly permitted by FINRA Rule 5110(e); and only if any such transferee agrees to the foregoing lock-up restrictions.