Common use of Purchase Warrants Clause in Contracts

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrants, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, exercisable, in whole or in part, commencing on the date which is one hundred eighty (180) days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Datea warrant (“Representative’s Warrant”) to purchase up to an aggregate of [●] ADSs, as applicablerepresenting 5% of the Public Securities, one or more warrantsfor an aggregate purchase price of $100.00, to be issued pursuant to a Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, which Representative’s Warrant shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) days after the effective date (“Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Firm ADS of $[●], which is equal to one hundred twenty five percent (125% %) of the initial public offering price of the Firm SharesADSs. The Representative’s Warrants Warrant Agreement and the shares of Common Stock ADSs issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock Firm 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 WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

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

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrants, in the form attached hereto as Exhibit A a warrant (each a “Representative’s Warrant” and together”) to purchase up to an aggregate of [•] Common Shares, representing 5% of the Firm Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the “Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrants”), to Warrant for the purchase of an aggregate number of shares of Common Stock representing Shares equal to five percent (5% %) of the Public Securities issued and Option Shares sold on such dateOption Closing Date. Each Representative’s Warrant will be issued in the form attached hereto as Exhibit A, for an aggregate purchase price of $100.00, and shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) days after the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) and expiring on the five-five (5) year anniversary of the Effective Date at an initial exercise price per share of Common Stock Share of $[●•], which is equal to one hundred twenty five percent (125% of the initial public offering price %) of the Firm SharesShare public offering price. The Representative’s Warrants Warrant and the shares of Common Stock Shares issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant 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 WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designeesdesignee(s)) on the Closing Date and each Option Closing Datea warrant, as applicable, one or more warrants, substantially in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s Warrants”), to ) for the purchase of an aggregate number of up to 30,000 shares of Common Stock Stock, representing 53% of the Public Securities issued and sold on such dateFirm Shares (including the Option Shares), for an aggregate purchase price of $100.00, exercisable100. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on the a date which is one hundred eighty (180) 180 days after the Effective Date commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and expiring on shall be exercisable until the five-year anniversary of the Effective Commencement Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125120% of the initial public offering price of the Firm Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date Commencement Date, and by its acceptance thereof thereof, it shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) 180 days following the Effective Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designeesdesignee(s)) on the Closing Date and each Option Closing Datea warrant, as applicable, one or more warrants, substantially in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s Warrants”), to ) for the purchase of an aggregate number of up to [75,900] shares of Common Stock Stock, representing 56% of the Public Securities issued and sold on such dateFirm Shares (including the Option Shares), for an aggregate purchase price of $100.00, exercisable100. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on the a date which is one hundred eighty (180) 180 days after the Effective Date commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and expiring on shall be exercisable until the five-year anniversary of the Effective Commencement Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125120% of the initial public offering price of the Firm Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date Commencement Date, and by its acceptance thereof thereof, it shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrantsa warrant (“Representative’s Warrant”) for the purchase of an aggregate number of Common Shares representing ten percent (10%) of the Public Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Shares of $[●]5.00, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock Shares during the one hundred eighty (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 WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date date of effectiveness or commencement of sales of the offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [*] shares of Common Stock (which is equal to an aggregate of 5.0% of the Firm Shares and each Option Closing DatePre-Funded Warrant Shares), as applicable, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty six (1806) days 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 $[●*], which is equal to 125110.0% of the initial public offering price of the Firm Shareseach Share. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant 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 Warrants Warrant 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 WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] Common Shares (which is equal to an aggregate of 4% of the Firm Shares sold in the Offering, 4% of the Unit A Warrants sold in the Offering and each Option Closing Date4% of the Unit B Warrants in the Offering), as applicable, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (1801) days year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Share of $[●], which is equal to 125100% of the initial public offering price of the each Firm SharesShare. The Representative’s Warrants Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock Shares 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 WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one three hundred eighty 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 and each Option Closing Date, as applicable, one or more warrantsa warrant (“Representative’s Warrant”) for the purchase of an aggregate number of [●] shares of Common Stock representing five percent (5%) of the Public Securities. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (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 WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date date of effectiveness or commencement of sales of the offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designeesdesignee(s)) on the Closing Date and each Option Closing Datea warrant, as applicable, one or more warrants, substantially in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s Warrants”), to ) for the purchase of an aggregate number of up to 100,625 shares of Common Stock Stock, representing 5% of the Public Securities issued and sold on such dateFirm Shares (including the Option Shares), for an aggregate purchase price of $100.00, exercisable100.000. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on the a date which is one hundred eighty 180 days following the commencement of sales of the Company’s securities in connection with the Offering (180the “Commencement Date”) days after the Effective Date and expiring on shall be exercisable until the five-year anniversary of the Effective Commencement Date at an initial exercise price per share of Common Stock of $[●]0.960, which is equal to 125120% of the initial public offering price of the Firm Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after following the Effective Date Commencement Date, and by its acceptance thereof thereof, it shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Datean option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, as applicablerepresenting 5% of the Public Securities, one or more warrantsfor an aggregate purchase price of $[●]. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty six (1806) days months after the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) and expiring on the fivedate that is four and one-year anniversary of half years after the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrants, in the form attached hereto as Exhibit A an option (each a “Representative’s Warrant” and together, ”) for the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock 892,900 ADSs, representing 5% of the Public Securities issued and sold on such dateSecurities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) days after following the Effective Date date of effectiveness of the Registration Statement (as defined below) and expiring on the fivethree and one-half year anniversary of the Effective Date thereof at an initial exercise price per share of Common Stock ADS of $[●]0.88, which is equal to 125% of the initial public offering price of the Firm SharesSecurities. The Representative’s Warrants Warrant Agreement and the shares of Common Stock ADSs issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock ADSs during the one hundred eighty (180) days after following the Effective Date effectiveness of the Registration Statement (as defined below) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date hereof to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrants, in the form attached hereto as Exhibit A an option (each a “Representative’s Warrant” and together, ”) for the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold purchased on such dateClosing Date or Option Closing Date, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the a date which is [one hundred eighty (180) days 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 125100% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Underlying 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 Warrants 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 WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide an officer or partner partner, registered person or affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of 111,108 shares of Common Stock (which is equal to an aggregate of 5.0% of the Firm Shares and each Option Closing DatePre-Funded Warrant Shares), as applicable, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty six (1806) days 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 $[●]5.94, which is equal to 125110.0% of the initial public offering price of the Firm Shareseach Share. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant 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 Warrants Warrant 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 WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designeesdesignee(s)) on the Closing Date and each Option Closing Datea warrant, as applicable, one or more warrants, substantially in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s Warrants”), to ) for the purchase of an aggregate number of up to [●] shares of Common Stock Stock, representing 56% of the Public Securities issued and sold on such dateFirm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00, exercisable. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on the a date which is one hundred eighty (180) 180 days after the Effective Date commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and expiring on shall be exercisable until the five-year anniversary of the Effective Commencement Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date Commencement Date, and by its acceptance thereof thereof, it shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designeesdesignee(s)) on the Closing Date and each Option Closing Datea warrant, as applicable, one or more warrants, substantially in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s Warrants”), to ) for the purchase of an aggregate number of up to [●] shares of Common Stock Stock, representing 53% of the Public Securities issued and sold on such dateFirm Shares (including the Option Shares)[, for an aggregate purchase price of $100.00, exercisable[●]. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on the a date which is one hundred eighty (180) 180 days after the Effective Date commencement of sales of the Company’s securities in connection with the Offering (the “Commencement 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 125120% of the initial public offering price of the Firm Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date Commencement Date, and by its acceptance thereof thereof, it shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (1801) days year following the Effective Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designeesdesignee(s)) on the Closing Date and each Option Closing Datea warrant, as applicable, one or more warrants, substantially in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s Warrants”), to ) for the purchase of an aggregate number of up to 42,000 shares of Common Stock Stock, representing 53% of the Public Securities issued and sold on such dateShares (including the Option Shares), for an aggregate purchase price of $100.00, exercisable100. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on the a date which is one hundred eighty (180) 180 days after the Effective Date commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and expiring on shall be exercisable until the five-year anniversary of the Effective Commencement Date at an initial exercise price per share of Common Stock of $[●]5.1000, which is equal to 125120% of the initial public offering price of the Firm SharesSecurities. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date Commencement Date, and by its acceptance thereof thereof, it shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (1801) days year following the Effective Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of 1,370,000 shares of Common Stock, representing 5% of the Firm Shares (or up to an aggregate of 1,575,500 shares of Common Stock, if the Over-Allotment is exercised in full, representing 5% of the Firm Shares and each Option Closing Date, as applicable, one or more warrantsShares). The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing beginning on the date which that is one hundred eighty (180) days after the Effective Date commencement of sales of the Public Securities issued in connection with this Offering and expiring on the five-fifth (5th) year anniversary of the Effective Date commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●]0.60, which is equal to 125120% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the for a period of one hundred eighty (180) days after immediately following the Effective Date commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide an officer or partner partner, registered person or affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of 50,090 shares of Common Stock, representing 5% of the Public Securities (except as otherwise indicated on Schedule 3 hereto and each excluding Option Closing DateShares, as applicableunless the over-allotment is exercised), one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]3.75, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Datean option (“Representative’s Warrant”) for the purchase of an aggregate of 64,286 shares of Common Stock, as applicablerepresenting 4.5% of the Firm Shares, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty six (1806) days months after the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) and expiring on the fivedate that is four and one-year anniversary of half years after the Effective Date at an initial exercise price per share of Common Stock of $[●]8.75, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Datea warrant (“Representative’s Warrant”) to purchase up to an aggregate of [___] Ordinary Shares, as applicablerepresenting 5% of the Firm Shares, one or more warrantsfor an aggregate purchase price of $100.00, to be issued pursuant to a Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, which Representative’s Warrant shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Ordinary Share of $[●___], which is equal to 125% of the initial public offering price of the Firm Shares. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of Ordinary Shares equal to five percent (5%) of the Option Shares sold on such Option Closing Date. The Representative’s Warrants Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrantswarrants (each a “Representative’s Warrant”) to purchase up to an aggregate of 86,250 shares of Common Stock, representing 5% of the Shares sold on such date, for an aggregate purchase price of $100.00, each to be issued pursuant to a Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, which Representative’s Warrants shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) days after the Effective Date date hereof and expiring on the five-year anniversary of the Effective Date date hereof at an initial exercise price per share of Common Stock of $[●]0.875, which is equal to one hundred twenty five percent (125% %) of the initial public offering price of the Firm Shares. The Each Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the a Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date date hereof and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the any Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date hereof to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer officer, partner, related person or partner affiliate of the Representative or of any such Underwriter or selected dealer, or (iii) as otherwise expressly permitted by FINRA Rule 5110(g); and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designeesdesignee(s)) on the Closing Date and each Option Closing Datea warrant, as applicable, one or more warrants, substantially in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s Warrants”), to ) for the purchase of an aggregate number of up to [86,250] shares of Common Stock representing 5Stock, representing6% of the Public Securities issued and sold on such dateFirm Shares (including the Option Shares), for an aggregate purchase price of $100.00, exercisable100. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on the a date which is one hundred eighty (180) 180 days after the Effective Date commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and expiring on shall be exercisable until the five-year anniversary of the Effective Commencement Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125120% of the initial public offering price of the Firm Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date Commencement Date, and by its acceptance thereof thereof, it shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date, as if applicable, one a warrant (“Representative’s Warrant”) for the purchase of an aggregate of up to [l] shares of Common Stock, representing 5% of the Public Securities (on an as converted basis) sold on such Closing Date or more warrantsOption Closing Date, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (1801) days 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 $[●l], which is equal to 125% of the initial public offering price of the Firm SharesCommon Stock on an as-converted basis. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Datean option (“Representative’s Warrant”) for the purchase of an aggregate of 400,000 shares of Common Stock, as applicablerepresenting 5% of the Firm Shares, one or more warrantsfor an aggregate purchase price of $1,500,000.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty six (1806) days months after the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) and expiring on the fivedate that is four and one-year anniversary of half years after the Effective Date at an initial exercise price per share of Common Stock of $[●]3.75, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one a warrant (“Representative’s Warrant”) to purchase up to an aggregate number of Ordinary Shares representing 5% of the Public Securities purchased on such Closing Date or more warrantsOption Closing Date, for an aggregate purchase price of $100.00, to be issued pursuant to a Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, which Representative’s Warrant shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Ordinary Share of $[●], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative or of any such Underwriter or selected dealer; 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(s)) on the Closing Date and each Option Closing Datea warrant, as applicable, one or more warrants, substantially in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s Warrants”), to ) for the purchase of an aggregate number of up to [●] shares of Common Stock Stock, representing 5% of the Public Securities issued and sold on such dateFirm Shares (including the Option Shares), for an aggregate purchase price of $100.00, exercisable. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on the a date which is one hundred eighty 180 days following the commencement of sales of the Company’s securities in connection with the Offering (180the “Commencement Date”) days after the Effective Date and expiring on shall be exercisable until the five-year anniversary of the Effective Commencement Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125120% of the initial public offering price of the Firm Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after following the Effective Date Commencement Date, and by its acceptance thereof thereof, it shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designeesdesignee(s)) on the Closing Date and each Option Closing Datea warrant, as applicable, one or more warrants, substantially in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s Warrants”), to ) for the purchase of an aggregate number of up to 30,000 shares of Common Stock Stock, representing 53% of the Public Securities issued and sold on such dateFirm Shares (including the Option Shares), for an aggregate purchase price of $100.00, exercisable100. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on the a date which is one hundred eighty (180) 180 days after the Effective Date commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and expiring on shall be exercisable until the five-year anniversary of the Effective Commencement Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125120% of the initial public offering price of the Firm Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date Commencement Date, and by its acceptance thereof thereof, it shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (1801) days year following the Effective Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designeesdesignee(s)) on the Closing Date and each Option Closing Datea warrant, as applicable, one or more warrants, substantially in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s Warrants”), to ) for the purchase of an aggregate number of up to [30,000] shares of Common Stock Stock, representing 5% [3]% of the Public Securities issued and sold on such dateShares (including the Option Shares), for an aggregate purchase price of $100.00, exercisable100. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on the a date which is one hundred eighty (180) 180 days after the Effective Date commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and expiring on shall be exercisable until the five-year anniversary of the Effective Commencement Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125120% of the initial public offering price of the Firm SharesSecurities. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date Commencement Date, and by its acceptance thereof thereof, it shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (1801) days year following the Effective Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Datean option (“Representative’s Warrant”) for the purchase of an aggregate of 750,000 shares of Common Stock, as applicablerepresenting 5% of the Firm Shares, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing beginning on the date which that is one hundred eighty (1801) days year after the Effective Date commencement of sales of the Public Securities issued in connection with this Offering and expiring on the five-fifth (5th) year anniversary of the Effective Date commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●]3.75, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the for a period of one hundred eighty (180) days after (with the Effective Date understanding that the Representative has agreed to extend this period to one (1) year) immediately following the commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days (with the understanding that the Representative has agreed to extend this period to one (1) year) immediately following the Effective Date commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (the “Representative’s Warrant”) to purchase from the Company of an aggregate of [•] shares of Common Stock, representing 2.5% of the Firm Shares (excluding the Option Shares and each the Shares of Common Stock underlying the Firm Warrants and the Option Closing DateWarrants), as applicable, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (1801) days 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 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date, as if applicable, one a warrant (“Representative’s Warrant”) for the purchase of an aggregate of up to 7,890,000 shares of Common Stock, representing 5% of the Public Securities (on an as converted basis) sold on such Closing Date or more warrantsOption Closing Date, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (1801) days 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 $[●]0.1125, which is equal to 125% of the initial public offering price of the Firm SharesCommon Stock on an as-converted basis. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

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