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 5% of the number of Firm Shares, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock . The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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) on the Closing Date a warrant or warrants (“Representative’s WarrantsWarrant(s)”) for the purchase of an aggregate of [ ] shares of Common Stock, Ordinary Shares representing 5% of the number Ordinary Shares included as part of the Firm Shares, and Units. A Representative’s Warrant for the purchase of an aggregate Ordinary Shares representing 5% of [ ] warrants the Ordinary Shares included as part of the Firm Units shall be issued to purchase [ ] shares of Common Stock the Representative (and/or its designees) on the Closing Date. The agreement(s) representing the Representative’s WarrantsWarrant, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 Ordinary Share of $[ [•], which is equal to 110125% of [•] [the initial public offering price per share of the each Ordinary Share comprising part of a Firm UnitsUnit – i.e., same price per Option Share in 1.2.1]. 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock Ordinary Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, 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 Underwriter (and/or its designees) on the Closing Date a warrant (the “Representative’s WarrantsUnderwriter Warrant”) for the purchase of an aggregate of [ [•] shares of Common Stock, representing 53% of the number of Firm Shares sold in the Offering (excluding the Option Shares), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing Underwriter Warrant, the Representative’s Warrants, terms of which shall be set forth in an agreement in the form attached hereto as Exhibit A (the “Representative’s Underwriter Warrant Agreement”), 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 110% [125]% of the initial public offering price of the Firm UnitsShares. The Representative’s Underwriter Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Underwriter Securities.” The Representative Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Underwriter Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Underwriter Warrant or the 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 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 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 5% of the number of Firm SharesPublic Securities sold on the Closing Date and Option Closing Date, and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 $[ ]6.25, which is equal to 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 three-year warrants (“Representative’s Warrants”) for the purchase of an aggregate a number of [ ] shares of Common Stock, representing 5Class A Shares equal to 5.0% of the number of the sum of the Firm Shares and Option Shares, and if any, issued in the purchase of an aggregate of [ ] warrants Offering, pursuant to purchase [ ] shares of Common Stock . The agreement(s) representing the Representative’s Warrants, a warrant in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”)A, 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 110[●] (or 120% of the initial public offering price of the per Firm UnitsShare). The Representative’s Warrant Agreement Warrants and the shares of Common Stock Class A 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 against transferring the Representative’s Warrant Agreement Warrants and the underlying shares of Common Stock Class A Shares during the one hundred eighty (180) days after 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 Warrant AgreementWarrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date of commencement of sales of the Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer 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 [ [•] shares of Common Stock, representing 5% of the number of Firm Shares, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock represented by the Firm Securities sold in the Offering, for an aggregate purchase price of $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 designeesdesignee) on the Closing Date a warrant (“Representative’s Warrants”) for the purchase of an aggregate of [ up to [●] shares of Common Stock, representing 56% of the number of Firm Shares (excluding the Option Shares), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisableexercisable upon issuance, in whole or in part, commencing on a date which is six (6) months 180 days after the Effective Date and expiring on shall be exercisable until the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[ [●], which is equal to 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 Date, and if the Option Closing Date, if any, is on a warrant date other than the Closing Date, the Option Closing Date, an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ [●] shares of Common Stock, representing 5% of the number of Firm Shares, and Public Securities sold in the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock Offering. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110125% of the initial public offering 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 to purchase of up to an aggregate of [ [●] shares of Common StockOrdinary Shares, representing 5% of the number of Firm SharesPublic Securities, and the purchase of for an aggregate purchase price of [ ] warrants $100.00, to purchase [ ] shares of Common Stock . The agreement(s) representing the be issued pursuant to a Representative’s WarrantsWarrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), which Representative’s 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 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock Ordinary Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 the Option Closing Date, as applicable, one or more warrants (“Representative’s Warrants”) for the purchase of an aggregate of [ [●] shares of Common Stock, representing 54% of the number of Firm SharesShares and Option Shares sold on the Closing Date or the Option Closing Date, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock as applicable. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110100% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) 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 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) 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 an aggregate purchase price of $100.00 for the purchase of an aggregate of [ ] 125,000 shares of Common Stock, representing 5% of the number of Firm Shares (excluding the Additional Shares, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock ). The agreement(s) representing the Representative’s WarrantsWarrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 fivefour-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[ [___], which is equal to 110120% of the initial public offering price of 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 Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA the Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 Common Share Purchase Warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ] shares 33,613, Common Shares (which is equal to an aggregate of Common Stock, representing 5% of the number of Firm SharesShares sold in the Offering), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s Warrants, Warrant Agreement shall be in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), . The Representative’s Warrant shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date date of this Agreement and expiring on the five-year anniversary of the Effective Date date of this Agreement at an initial exercise price per share of Common Stock Share of $[ ]7.4375, which is equal to 110125% of the initial public offering price of the each Firm UnitsShare. The Representative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter sometimes referred to together collectively as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock Shares during the one hundred and eighty (180) days after the Effective Date date of this Agreement and by its acceptance thereof shall agree agrees that it will 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 such securities for a period of one hundred eighty (180) days following the Effective Date date of this Agreement 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 [ ] shares number of Common StockShares, representing 5% of the number of Firm SharesPublic Securities purchased on such Closing Date or Option Closing Date, and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock US$100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 Common Share of Common Stock of $[ ]US$t, which is equal to 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock Shares during the one hundred eighty (180) days after the Effective Date and by its the Representative’s acceptance thereof shall agree that it the Representative will 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 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 5% of the number of Firm Shares, and the purchase of an aggregate of [ ] warrants to purchase [ ] 200,000 shares of Common Stock (which is equal to an aggregate of 5.0% of the Firm Shares), for an aggregate purchase price of $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[ ]3.30, which is equal to 110110.0% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, 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 Underwriters (and/or its affiliates, employees, or third-party designees) on the Closing Date a warrant and each Option Closing Date, if any, an option (“Representative’s WarrantsUnderwriters’ Warrant”) for the purchase of an aggregate of [ ] a number of shares of Common Stock, representing 57% of the number Firm Shares sold on the Closing Date and 7% of Firm Sharesthe Option Shares sold each Option Closing Date, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock if any. The agreement(s) representing the Representative’s WarrantsUnderwriters’ Warrant, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”)C, shall be exercisable, in whole or in part, commencing on a the date which that is six (6) months 180 days after the Effective Date and expiring on the fivefour-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[ [•], which is equal to 110125% of the initial public offering price of the Firm UnitsShares. 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 Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Underwriters’ Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementUnderwriters’ 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, 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 on the Closing Date a warrant an option (“RepresentativeUnderwriter’s WarrantsWarrant”) for the purchase of an aggregate of [ [•] shares of Common Stock, representing 57% of the number of Firm Shares (excluding the Option Shares), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the RepresentativeUnderwriter’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “RepresentativeUnderwriter’s Warrant Agreement”), 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 110125% 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 understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the RepresentativeUnderwriter’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the RepresentativeUnderwriter’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 to the Representative Underwriter (and/or its affiliates, employees or third-party designees) on the Closing Date a warrant and each Option Closing Date, if any, an option (“RepresentativeUnderwriter’s WarrantsWarrant”) for the purchase of an aggregate of [ ] a number of shares of Common Stock, representing 57% of the number Firm Shares sold on the Closing Date and 7% of Firm Sharesthe Option Shares sold each Option Closing Date, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock if any. The agreement(s) representing the RepresentativeUnderwriter’s WarrantsWarrant, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”)C, shall be exercisable, in whole or in part, commencing on a the date which that is six (6) months 180 days after the Effective Date and expiring on the fivethree-and-one-half-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[ [•], which is equal to 110125% of the initial public offering price of the per Firm UnitsShare. 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 against transferring the RepresentativeUnderwriter’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the RepresentativeUnderwriter’s Warrant AgreementWarrant, 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, Offering or (ii) a bona fide officer officer, partner, employee or partner registered representative 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”) for the purchase of an aggregate of [ [●] shares of Common Stock, representing 55.0% of the number of Firm Shares, and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six the one (61) months after year 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 110125.0% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 permitted designees) on the Closing Date or Option Closing Date, as applicable, a three- year warrant (the “Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ] shares such number of Common StockShares, representing as is equal to 5% of the number of Firm SharesOffered Shares issued on such Closing Date or Option Closing Date, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock as applicable. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 fivethree-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Share of $[ ]5.00, which is being equal to 110125% 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 (the “Underlying Common 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Underlying Common Stock Shares (as defined herein) including during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, 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 Selling Firm in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealerSelling Firm; 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 [ ] 36,250 shares of Common Stock, representing 52.5% of the number of Firm Shares (excluding the Option Shares), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date date of the Prospectus and expiring on the five-year anniversary of the Effective Date date of the Prospectus at an initial exercise price per share of Common Stock of $[ ]3.875, which is equal to 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date date of the Prospectus and by its acceptance thereof shall agree that it will 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 such securities for a period of one hundred eighty (180) days following the Effective Date date of the Prospectus 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 54% of the number of Firm Shares (excluding the Option Shares), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $ . The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 shares of Common Stock of $[ [•], which is equal to 110150% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementAgreement and the underlying shares of Common Stock, 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, if any, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer, if any; 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 Common Stock Purchase Warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ] shares of Common Stock, representing 5% of the number of Firm Shares, and the purchase of an aggregate of [ ] warrants to purchase [ ] 122,400 shares of Common Stock (which is equal to an aggregate of 3% of the Firm Shares sold in the Offering), for an aggregate purchase price of $100.00. The agreement(s) representing the Representative’s Warrants, in the form Warrant Agreement is attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), . The Representative’s Warrant shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date date of this Agreement and expiring on the five-year anniversary of the Effective Date date of this Agreement at an initial exercise price per share of Common Stock of $[ ]3.75, which is equal to 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred and eighty (180) days after the Effective Date date of this Agreement and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, 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 date of this Agreement 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 the Option Closing Date (if any), an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ [●] shares of Common Stock, representing 5% of the number of Firm Shares (excluding the Option Shares), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 [ ] 160,000 shares of Common Stock, representing 56% of the number of Firm Shares, Shares (and the purchase of an aggregate of [ ] warrants up to purchase [ ] 160,000 shares of Common Stock assuming the Representative’s options is exercise in full). The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) 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 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) 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 or the Option Closing Date, as applicable, a warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ] shares of Common Stock, representing up to 5% of the number of Firm SharesShares and Option Shares sold on the Closing Date or the Option Closing Date, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock as applicable. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110120% of the initial public offering price of the Firm UnitsShares and accompanying Firm Warrant. 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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, 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 each of its designees) on the applicable Closing Date a warrant and Option Closing Date(s) (if applicable), warrants, substantially in the form of Exhibit A attached hereto, to purchase such number of Ordinary Shares equal to three percent (3.0%) of the Public Securities sold by the Company (the “Representative’s Warrants”) for ), including any Ordinary Shares issued pursuant to the purchase exercise of an aggregate of [ ] shares of Common Stock, representing 5% of the number of Firm Shares, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock Over-allotment Option. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), Warrants shall be exercisableexercisable at any time and from time to time, in whole or in part, commencing on a date which is six (6) months after the Effective Date from issuance and expiring on the fivefourth-year anniversary of the Effective Date Date, at an initial exercise price per share of Common Stock of $[ ]4.80 per Ordinary Share, which is equal to 110% one hundred and twenty percent (120%) of the initial public offering price of the a Firm UnitsShare. The Representative’s Warrant Agreement Warrants 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock Securities during the one hundred and eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementSecurities, 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 Underwriter (and/or its designees) on the Closing Date a warrant (“RepresentativeUnderwriter’s Warrant” and collectively with the Pre-Funded Warrants and Firm Warrants, the “Warrants”) for the purchase of an aggregate of [ ] shares of 1,043,479 Common StockShares, representing 56.0% of the number of Firm Shares, and aggregate gross proceeds raised in the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock offering divided by the offering price. The agreement(s) representing the RepresentativeUnderwriter’s WarrantsWarrant agreement, in the form attached hereto filed as Exhibit A an exhibit to the Registration Statement (the “RepresentativeUnderwriter’s Warrant Agreement”), 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 $[ ]0.9375 per Common Share, which is equal to 110125% of the initial public offering price of the Firm UnitsShares. The RepresentativeUnderwriter’s Warrant Agreement and the shares of Common Stock Shares 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 against transferring the RepresentativeUnderwriter’s Warrant Agreement and the underlying shares of Common Stock Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the RepresentativeUnderwriter’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 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 to the Representative Placement Agent (and/or its designees) on the Closing Date a five-year warrant (“RepresentativePlacement Agent’s WarrantsWarrant”) for the purchase of an aggregate of [ ] shares of t Common StockShares, representing 5% of the number of Firm Shares, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock Units purchased by Investors. The agreement(s) representing the RepresentativePlacement Agent’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A C (the “RepresentativePlacement Agent’s Warrant Agreement”), 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 Share of $[ ]t, which is equal to 110125% of the initial public offering price of the Firm UnitsPublic Offering Price per Class A Unit. The RepresentativePlacement Agent’s Warrant Agreement and the shares of Underlying Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “RepresentativePlacement Agent’s Securities.” The Representative Placement Agent understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the RepresentativePlacement Agent’s Warrant Agreement and the underlying shares of Common Stock Shares during the one hundred eighty (180) days after the effective date of the Registration Statement (as defined below) (the “Effective Date Date”), and additional restrictions imposed on transferring the Placement Agent’s Warrant Agreement while the Common Shares are listed on a Canadian stock exchange and by its acceptance thereof shall agree that it will that: (A) the Placement Agent shall not sell, transfer, assign, pledge or hypothecate the RepresentativePlacement Agent’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 Placement Agent 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 lock-up restrictions; and (B) so long as the Common Shares are listed on a Canadian stock exchange, the Placement Agent shall not sell, transfer, assign, pledge or hypothecate the Placement Agent’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 (or an affiliate of such employee) of Fordham Financial Management, Inc. within the meaning of policies of the Canadian stock exchange on which the Common Shares are listed or (ii) 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 Chardan Capital Markets, LLC (“Chardan”) (and/or its their respective designees) on the Closing Date a warrant (“Representative’s WarrantsUnderwriters’ Warrant”) for the purchase of an aggregate of [ [•] shares of Common Stock, representing 5% of the number of Firm Shares (excluding the Option Shares), to be divided equally between the Representative and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock Chardan. The agreement(s) representing the Representative’s WarrantsUnderwriters’ Warrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s Underwriters’ Warrant Agreement”), 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 110125% of the initial public offering price per share of the Firm UnitsShares. 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 Chardan understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Underwriters’ Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Underwriters’ 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 Chardan 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 [ ] 240,000 shares of Common Stock, representing 58% of the number of Firm Shares, Shares (and the purchase of an aggregate of [ ] warrants up to purchase [ ] 276,000 shares of Common Stock assuming the Representative’s options is exercise in full). The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110120% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) 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 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) 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 each of their designees) on the Closing Date and Option Closing Date, as applicable, a warrant (each, a “Representative’s Representatives’ Warrant”, and together, the “Representatives’ Warrants”) for the purchase of an aggregate of [ ] shares of Common Stock, representing 5% of the number of Firm Shares, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock representing five percent (5%) of the Public Securities. The agreement(s) representing the Representative’s WarrantsRepresentatives’ Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Representatives’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after 180 days following the Effective Closing Date and expiring on the five-year anniversary of the Effective Closing Date at an initial exercise price per share shares of Common Stock of $[ ], which is equal to 110100% of the initial public offering price of the Firm UnitsOffering Price. The Representative’s Warrant Agreement Representatives’ Warrants and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Representatives’ Securities.” The Each Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Representatives’ Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) 180 days after 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 Representatives’ 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) 180 days immediately following the Effective Date date of effectiveness or commencement of sales of the offering to anyone other than 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 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 [ ] 192,000 shares of Common Stock, representing 58% of the number of Firm Shares, Shares (and the purchase of an aggregate of [ ] warrants up to purchase [ ] 220,800 shares of Common Stock assuming the Representative’s options is exercise in full). The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110120% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) 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 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) 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 Common Stock Purchase Warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ] shares of Common Stock, representing 5% of the number of Firm Shares, and the purchase of an aggregate of [ ] warrants to purchase [ [●] shares of Common Stock (which is equal to an aggregate of 5% of the Firm Shares sold in the Offering), for an aggregate purchase price of $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 StockADSs, representing 5% of the number of Firm SharesADSs (excluding the Additional Firm ADSs), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date date of the Prospectus and expiring on the five-five(5) year anniversary of the Effective Date at an initial exercise price per share of Common Stock ADS of $[ [•], which is equal to 110125% of the initial public offering price of the Firm UnitsADSs. The Representative’s Warrant Agreement and Agreement, the shares of Common Stock ADSs issuable upon exercise thereof and the Ordinary Shares represented by the ADSs 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock ADSs during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 Stock305,000 Shares, representing 5% of the number of Firm Shares, and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 $[ ]2.50, which is equal to 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock Shares during the one hundred eighty (180) days 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 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 (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 As additional compensation for its services hereunder, the Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant or warrants (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ [•] shares of Common Stock, representing 54% of the number of Firm Shares (excluding the Option Shares), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 shares of Common Stock of $[ [•], which is equal to 110137.5% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 designeesdesignee) on the Closing Date a warrant (“Representative’s Warrants”) for the purchase of an aggregate of [ [●] shares of Common Stock, representing 56.0% of the number of Firm Shares, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock included in the Firm Units (excluding the Option Units), for an aggregate purchase price of $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110120% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 Date, or Option Closing Date, as applicable, an option (the “Representative’s WarrantsWarrant”) for the purchase of an aggregate a number of [ ] shares of Common Stock, representing Stock equal to 5% of the number of the Firm Shares and Option Shares, and if any, issued in the purchase of Offering for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 $[ ]4.08, which is equal to 110120% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred and eighty (180) days after the Effective Closing Date and by its acceptance thereof shall agree that it will 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 such securities for a period of one hundred and 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 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 5% of the number of Firm Shares, Public Securities sold on the Closing Date and the purchase of Option Closing Date for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 [ ] 389,000 shares of Common Stock, representing 5% of the number of Firm Shares (excluding the Option Shares), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date effective date of the Registration Statement and expiring on the five-year anniversary of the Effective Date effective date of the Registration Statement at an initial exercise price per share of Common Stock of $[ ]0.5625, which is equal to 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date date of the Prospectus and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date of the Prospectus 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 Stock (which is equal to an aggregate of 5% of the number Firm Shares sold in the Offering and 5% of Firm Sharesthe Unit A Warrants sold in the Offering), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one three hundred eighty sixty (180360) 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 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 three hundred eighty 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 the Option Closing Date, if applicable) an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ [•] shares of Common Stock, representing 54% of the number of Firm SharesPublic Securities, and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after from the Effective Date and expiring on the five-fifth (5th) year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[ [•], which is equal to 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 on the Closing Date a warrant an option (“RepresentativeUnderwriter’s WarrantsWarrant”) for the purchase of an aggregate of [ ] 401,450 shares of Common Stock, representing 57% of the number of Firm Shares (excluding the Option Shares), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the RepresentativeUnderwriter’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “RepresentativeUnderwriter’s Warrant Agreement”), 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 $[ ]1.86, which is equal to 110125% 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 understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the RepresentativeUnderwriter’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not not, at any time during the five year term of the Underwriter’s Warrant Agreement, sell, transfer, assign, pledge or hypothecate the RepresentativeUnderwriter’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 (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ] 130,850 shares of Common Stock, representing 5% of the number of Firm Shares (excluding the Option Shares), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date effective date of the Registration Statement and expiring on the five-year anniversary of the Effective Date effective date of the Registration Statement at an initial exercise price per share of Common Stock of $[ ]1.00, which is equal to 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date date of the Prospectus and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date of the Prospectus 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 an aggregate purchase price of $100.00 for the purchase of an aggregate of [ ] 100,000 shares of Common Stock, representing 52% of the number of Firm Shares (excluding the Additional Shares, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock ). The agreement(s) representing the Representative’s WarrantsWarrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 $[ ]1.00, which is equal to 110125% of the initial public offering price of 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 Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA the Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 each of its designees) on the applicable Closing Date a warrant and Option Closing Date(s) (if applicable), warrants, substantially in the form of Exhibit A attached hereto, to purchase such number of Ordinary Shares equal to three percent (3.0%) of the Public Securities sold by the Company (the “Representative’s Warrants”) for ), including any Ordinary Shares issued pursuant to the purchase exercise of an aggregate of [ ] shares of Common Stock, representing 5% of the number of Firm Shares, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock Over-allotment Option. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), Warrants shall be exercisableexercisable at any time and from time to time, in whole or in part, commencing on a date which is six (6) months after the Effective Date from issuance and expiring on the fivefourth-year anniversary of the Effective Date Date, at an initial exercise price per share of Common Stock of $[ ][●] per Ordinary Share, which is equal to 110% one hundred and twenty percent (120%) of the initial public offering price of the a Firm UnitsShare. The Representative’s Warrant Agreement Warrants 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock Securities during the one hundred and eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementSecurities, 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 or the Option Closing Date, as applicable, a warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ] shares of Common Stock, representing up to 5% of the number of Firm SharesShares and Option Shares sold on the Closing Date or the Option Closing Date, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock as applicable. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110120% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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, 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 Brean Capital, LLC and Summer Street Research Partners (and/or its their designees) on the Closing Date a warrant warrants (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ [•] shares of Common Stock, representing 5% of the number of Public Shares (both the Firm Shares and Option Shares, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock ). The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall provide for the Representative’s Warrant to be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date hereof and expiring on the five-year anniversary of the Effective Date effective date of the Registration Statement at an initial exercise price per share of Common Stock of $[ [•], which is equal to 110120% 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 Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date effective date of the Registration Statement and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date effective date of the registration statement to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Representatives 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 [ ] 116,667 shares of Common Stock, representing 5% of the number of Firm Shares, and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date Applicable Time (as defined below) and expiring on the five-year anniversary of the Effective Date Applicable Time (as defined below) at an initial exercise price per share of Common Stock of $[ ]1.875, which is equal to 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) 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 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 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 warrants (“Representative’s Warrants”) for the purchase of an aggregate of [ ] shares of Common Stock, representing 5% of the aggregate number of Firm Shares (excluding the Additional Shares, and ) sold in the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock Offering. The agreement(s) representing the Representative’s Warrants, Warrant agreement in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisableexercisable at any time and from time to time, in whole or in part, commencing on a the date which that is six one (61) months year after the Effective Date Applicable Time and expiring on the five-year anniversary of the Effective Date Applicable Time, at an initial exercise a price per share of Common Stock of $[ ], which is equal to 110138% of the initial public offering price per share of Common Stock of the Firm UnitsShares. 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days 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 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 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 or the Option Closing Date, as applicable, a warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ] shares of Common Stock, representing up to 5% of the number of Firm SharesUnits and Option Securities sold on the Closing Date or the Option Closing Date, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock as applicable. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110120% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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, 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 or the Option Closing Date, as applicable, a warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ] shares of Common Stock, representing up to 5% of the number of Firm SharesPublic Securities sold on the Closing Date or the Option Closing Date, and the purchase of as applicable, for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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, 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 the Option Closing Date, if applicable) an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ [•] shares of Common Stock, representing 5% of the number of Firm Shares, and the purchase of Public Securities for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $[•]. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after from the Effective Date and expiring on the five-fifth (5th) year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[ [•], which is equal to 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 of Common Stock, representing 56.0% of the number of Firm Shares, and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 shares of Common Stock of $[ [•], which is equal to 110110.0% of the initial public offering price of the Firm UnitsShares and accompanying Firm Warrants. 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 In the event that the Company receives gross proceeds of at least $2,250,000, 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 WarrantsWarrant”) for the purchase of an aggregate of [ ] shares of Common Stock, representing 5% of the number of Firm Shares, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock representing 3% of the Firm Shares, excluding any sales of Firm Shares to Company Introduced Investors. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 fivetwo-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[ ]0.25, which is equal to 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying the shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 StockADSs, representing 5% of the number of Firm SharesADSs (excluding the Option ADSs), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date date of the Prospectus and expiring on the five-five(5) year anniversary of the Effective Date at an initial exercise price per share of Common Stock ADS of $[ [●], which is equal to 110125% of the initial public offering price of the Firm UnitsADSs. The Representative’s Warrant Agreement and Agreement, the shares of Common Stock ADSs issuable upon exercise thereof and the Ordinary Shares represented by the ADSs 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock ADSs during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 an aggregate purchase price of $100.00 for the purchase of an aggregate of [ [•] shares of Common Stock, representing 52.5% of the number of Firm Shares, and Securities (excluding the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock Additional Securities). The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 fivefour-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[ [•], which is equal to 110125% of the initial public offering price of 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 Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA the Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 [ [●] shares of Common Stock, representing 56.0% of the aggregate number of Firm Shares, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock . The agreement(s) representing sold in the Representative’s WarrantsOffering pursuant to a warrant agreement, substantially in the form attached hereto as Exhibit A hereto (the “Representative’s Warrant Agreement”), . The Representative’s 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 110125.0% 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 against transferring upon transfer of the Representative’s Warrant Agreement and the underlying shares of Common Stock issuable upon exercise of the Representative’s Warrant during the one hundred eighty (180) days 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 Warrant AgreementWarrant, 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 public equity 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 lockrestrictions and those in the Representative’s Warrant Agreement. The Underwriters’ warrants may be exercised as to all or a lesser number of shares and will provide for cashless exercise and will contain one-up restrictionstime demand and “piggyback” registration rights and customary anti-dilution provisions consistent with FINRA Rule 5110.

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 5% the Shares equal to seven percent (7.0%) of the number of the sum of the Firm Shares and Option Shares, and if any, issued in the purchase of an aggregate of [ ] warrants Offering (the “Representative Warrant Shares”), pursuant to purchase [ ] shares of Common Stock . The agreement(s) representing the Representative’s Warrants, a warrant in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”)A, 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 110[●] (or 100% of the initial public offering price of the Firm Unitsper Share). The Representative’s Warrant Agreement Warrants 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 against transferring the Representative’s Warrant Agreement Warrants and the underlying shares of Common Stock Representative Warrant Shares during the one hundred eighty (180) days 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 Warrant AgreementWarrants, 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; 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 an aggregate purchase price of $100.00 for the purchase of an aggregate of [ ] 125,000 shares of Common Stock, representing 5% of the number of Firm Shares (excluding the Additional Shares, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock ). The agreement(s) representing the Representative’s WarrantsWarrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110120% of the initial public offering price of 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 Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA the Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 5% of the number of Firm Shares (excluding the Option Shares), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date date of the Prospectus and expiring on the five-year anniversary of the Effective Date date of the Prospectus at an initial exercise price per share shares of Common Stock of $[ [•], which is equal to 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date date of the Prospectus and by its acceptance thereof shall agree that it will 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 such securities for a period of one hundred eighty (180) days following the Effective Date date of the Prospectus 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 an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ] up to 2,198,225 shares of Common Stock, representing 5% of the number of Firm SharesPublic Securities sold on such Closing Date or Option Closing Date, and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 $[ ]0.5625, which is equal to 110125% of the initial public offering price of the Firm UnitsSeries 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 [ ] 141,177 shares of Common Stock, representing 56% of the number of Firm Shares, Shares (and the purchase of an aggregate of [ ] warrants up to purchase [ ] 162,354 shares of Common Stock assuming the Representative’s options is exercise in full). The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 $[ ]5.3125, which is equal to 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) 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 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) 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 Representatives (and/or its designees) on the Closing Date a warrant or warrants (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ [•] shares of Common Stock, representing 54% of the number of Firm Shares (excluding the Option Shares), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 shares of Common Stock of $[ [•], which is equal to 110137.5% 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 Each Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 or the Option Closing Date, as applicable, a warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ] shares of Common Stock, representing up to 5% of the number of Firm SharesShares and Option Shares sold on the Closing Date or the Option Closing Date, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock as applicable. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110115% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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, 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 an aggregate purchase price of $100.00 for the purchase of an aggregate of [ [•] shares of Common Stock, representing 52.5% of the number of Firm Shares (excluding the Option Shares, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock ). The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 fivefour-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[ [•], which is equal to 110125% 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 the Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 [ ] 262,500 shares of Common Stock, representing 5% of the number of Firm Shares (excluding the Option Shares), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date date of the Prospectus and expiring on the five-year anniversary of the Effective Date date of the Prospectus at an initial exercise price per share of Common Stock of $[ ]0.875, which is equal to 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date date of the Prospectus and by its acceptance thereof shall agree that it will 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 such securities for a period of one hundred eighty (180) days following the Effective Date date of the Prospectus 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, in the case of both (i) and (ii) above, 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 Date, or Option Closing Date, as applicable, an option (the “Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ] 129,375 shares of Common Stock, representing 5Stock (which is equal to 7.5% of the number of Firm Sharesthe Units issued on such Closing Date or Option Closing Date), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 $[ ]4.94, which is equal to 110% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 Date, or Option Closing Date, as applicable, an option (the “Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ [__] shares of Common Stock, representing 5Stock (which is equal to 7.5% of the number of Firm Sharesthe Units issued on such Closing Date or Option Closing Date), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one three hundred eighty sixty (180360) 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 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 three hundred eighty 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 (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ] 166,000 shares of Common Stock, representing 54% of the number of Firm Shares (excluding the Option Shares), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date effective date of the Registration Statement and expiring on the five-year anniversary of the Effective Date effective date of the Registration Statement at an initial exercise price per share of Common Stock of $[ ]9.0625, which is equal to 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date date of the Prospectus and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date of the Prospectus 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 5% of the number of Firm SharesPublic Securities sold on the Closing Date and Option Closing Date, and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $[*]. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 Date, and the Option Closing Date, if applicable, a warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ] 100,000 shares of Common Stock, representing 5% five percent (5.0%) of the number of Firm SharesPublic Securities sold on such date, and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $500,000. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110% one hundred twenty-five percent (125.0%) 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days 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 Warrant AgreementWarrant, 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 53.5% of the number of Firm Shares, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock represented by the Firm Shares sold in the Offering. The agreement(s) representing the Representative’s WarrantsWarrant, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”)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 $[ [*], which is equal to 110120% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) 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 Warrant AgreementWarrant, 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 Warrants”) for the purchase of an aggregate of [ ] 160,000 shares of Common Stock, representing 56% of the number of Firm Shares, Shares (and the purchase of an aggregate of [ ] warrants up to purchase [ ] 160,000 shares of Common Stock assuming the Representative’s options is exercise in full). The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) 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 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) 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 [ ] 60,000 shares of Common Stock, representing 52.5% of the number of Firm Conversion Shares (excluding the Option Shares), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date date of the Prospectus and expiring on the five-year anniversary of the Effective Date date of the Prospectus at an initial exercise price per share of Common Stock of $[ ]3.125, which is equal to 110125% of the initial public offering conversion price under the Series B Certificate of the Firm UnitsDesignation. 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date date of the Prospectus and by its acceptance thereof shall agree that it will 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 such securities for a period of one hundred eighty (180) days following the Effective Date date of the Prospectus 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 an aggregate purchase price of $100.00 for the purchase of an aggregate of [ ] 31,250 shares of Common Stock, representing 52.5% of the number of Firm Shares (excluding the Additional Shares, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock ). The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 fivefour-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[ ]5.00, which is equal to 110125% of the initial public offering price of 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 Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA the Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 [ ] 198,000 shares of Common Stock, representing Stock (which is equal to an aggregate of 5% of the number Firm Shares sold in the Offering and 5% of Firm Sharesthe Unit A Warrants sold in the Offering), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 $[ ]5.31, which is equal to 110125% of the initial public offering price of the each Firm UnitsUnit. 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one three hundred eighty sixty (180360) 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 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 three hundred eighty 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 an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ [•] shares of Common Stock, representing 5% of the number Firm Shares and 5% of Firm Sharesthe Option Shares issued on such Option Closing Date, and the purchase of if any), for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ] up to 310,500 shares of Common Stock, representing 5% of the number of Firm SharesPublic Securities sold on such date, and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 $[ ]12.50, which is equal to 110125% 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 Common Share Purchase Warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ] shares 50,750, Common Shares (which is equal to an aggregate of Common Stock, representing 5% of the number of Firm SharesShares sold in the Offering), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s Warrants, Warrant Agreement shall be in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), . The Representative’s Warrant shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Effective Date date of this Agreement and expiring on the five-year anniversary of the Effective Date date of this Agreement at an initial exercise price per share of Common Stock Share of $[ ]5.4875, which is equal to 110125% of the initial public offering price of the each Firm UnitsShare. The Representative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter sometimes referred to together collectively as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock Shares during the one hundred and eighty (180) days after the Effective Date date of this Agreement and by its acceptance thereof shall agree agrees that it will 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 such securities for a period of one hundred eighty (180) days following the Effective Date date of this Agreement 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 Common Share Purchase Warrant (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ [l] shares Common Shares (which is equal to an aggregate of Common Stock, representing 5% of the number of Firm SharesShares sold in the Offering), and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), . The Representative’s Warrant 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 $[ [l], which is equal to 110125% of the initial public offering price of the each Firm UnitsShare. 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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 an option (“Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ up to [•] shares of Common Stock, representing 5% of the number of Firm SharesPublic Securities sold on such Closing Date or Option Closing Date, and the purchase of for an aggregate purchase price of [ ] warrants to purchase [ ] shares of Common Stock $100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), 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 110125% of the initial public offering price of the Firm UnitsSeries 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 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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.