Common use of Representatives Warrants Clause in Contracts

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) at the Closing Time a warrant (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the number of shares of Common Stock issued on such Date of Delivery. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Applicable Time and expiring on the five-year anniversary of the Applicable Time at an initial exercise price per share of Common Stock of $[ ● ], which is equal to 125% of the initial public offering price of the Initial Securities. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred and eighty (180) days after the Applicable Time 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 Applicable Time 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. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The As additional consideration, the Company hereby agrees to issue and sell to the Representative I-Bankers (and/or its designees) (i) at on the Closing Time Date or Option Closing Date, as applicable, a warrant (the “Closing Time Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the such number of shares of Class A Common Stock issued on such Date equal to 5.0% of Delivery. The agreement(s) representing the Representative’s Warrants, shares of Class A Common Stock contained in the form attached hereto Units sold in the Offering on the Closing Date or the Option Closing Date, as Exhibit C applicable (excluding any Class A Common Stock underlying the Warrants contained in the Units) (the “Representative’s Warrant AgreementShares”), . The Representative’s Warrants shall be exercisable, in whole or in part, commencing on a the later of (i) the date which is six of the closing of the Business Combination or (6ii) months one year after the Applicable Time Effective Date, and expiring five (5) years after the Effective Date, for cash or on the five-year anniversary of the Applicable Time a cashless basis, at an initial exercise price per share of Common Stock of $[ ● ]12.00 per Representative’s Warrant Share, which is equal to 125120% of the initial public offering price of the Initial Securitiesa Unit. The Representative’s Warrants, the Representative’s Warrant Agreement Shares and the shares of Common Stock issuable upon exercise thereof Representative’s Shares (defined below) are hereinafter referred to together collectively as the “Representative’s Securities.” The Public Securities and the Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against on transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock Warrants during the one hundred and eighty six (1806) days months after the Applicable Time and by its acceptance thereof shall agree that it will not sellEffective Date, 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 as set forth in the effective economic disposition of such securities for a period of one hundred and eighty (180) days following the Applicable Time 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. Delivery Section 3 of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may requestWarrants.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the applicable Closing Date and Option Closing Date (i) at the Closing Time a warrant (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Deliveryif applicable), if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the number of shares of Common Stock issued on such Date of Delivery. The agreement(s) representing the Representative’s Warrants, substantially in the form of Exhibit B attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), for a nominal consideration of $0.01, to purchase up to an aggregate number of Ordinary Shares equal to three point five percent (3.5%) of the total number of Ordinary Shares sold in this Offering (the “Representative’s Warrants”), including any Ordinary Shares issued pursuant to the exercise of Over-allotment Option. The Representative’s Warrants shall be exercisable, in whole or in part, commencing on a date which is six (6) six months after the Applicable Time from issuance and expiring on the fivefifth-year anniversary of the Applicable Time commencement of sale of the Offering at an initial exercise price per share of Common Stock of $[ ● ][●] per Ordinary Share, which is equal to 125% one hundred and twenty percent (120%) of the initial public offering price of the Initial Securitiesa Firm Share. 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 Warrants and the underlying shares of Common Stock Warrant Shares during the one hundred and eighty (180) days after beginning on the Applicable Time 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 and eighty (180) days following beginning on the Applicable Time date of commencement of sales of the Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The As additional consideration, the Company hereby agrees to issue and sell to the Representative I-Bankers (and/or its designees) (i) at on the Closing Time Date or Option Closing Date, as applicable, a warrant (the “Closing Time Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.05.0% of the number of shares of Common Stock issued on such Date of Delivery. The agreement(s) representing the Representative’s Warrants, Ordinary Shares contained in the form attached hereto as Exhibit C Units sold in the Offering (excluding any Ordinary Shares underlying the Warrants and the Rights contained in the Units) (the “Representative’s Warrant AgreementShares”), . The Representative’s Warrants shall be exercisable, in whole or in part, commencing the later of (i) the closing of the Business Combination, or (ii) one-year from the Effective Date, and expiring five (5) years from the Effective Date, for cash or on a date which is six (6) months after the Applicable Time and expiring on the five-year anniversary of the Applicable Time cashless basis, at an initial exercise price per share of Common Stock of $[ ● ]12.00 per Representative’s Warrant Share, which is equal to 125120% of the initial public offering price of the Initial Securitiesa Unit. The Representative’s Warrants, the Representative’s Warrant Agreement Shares and the shares of Common Stock issuable upon exercise thereof Representative’s Shares (defined below) are hereinafter referred to together collectively as the “Representative’s Securities.” The Representative understands Public Securities and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and Securities are hereinafter referred to collectively as the underlying shares of Common Stock during the one hundred and eighty (180) days after the Applicable Time and “Securities.” The Representative agrees by its acceptance thereof shall agree of the Representative’s Warrant, that it will not not: (a) sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementShares for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a selected dealer participating in the Offering, or any portion thereof(ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative’s Warrants or Representative’s Warrant Shares to be the subject of any hedging, short sale, derivative, put or call transaction transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of such securities for a period of one hundred and eighty (180) days following the Applicable Time 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. Delivery of the Representative’s Warrants or Representative’s Warrant Agreement shall be made at the Closing TimeShares, and shall be issued except as provided for in the name or names and in such authorized denominations as the Representative may requestFINRA Rule 5110(e)(2).

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or or its designees) (i) at designees on the Closing Time a warrant (“Date or the Option Closing Time Representative’s Warrants”) for the Date, as applicable, warrants to purchase such number of an aggregate of [ ● ] shares of Common Stock equal to seven percent (7%) of the number of Shares sold by the Company on the Closing Date or the Option Closing Date, as applicable, (collectively, and (ii) on each Date of Delivery, if any, a warrant (together as the context may require with the Closing Time Representative’s Warrantsshares of Common Stock underlying such warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the number of shares of Common Stock issued on such Date of Delivery). The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”)A, shall be exercisable, in whole or in part, commencing on a the six month anniversary of the effective date which is six of the Registration Statement (6the “Effective Date”) months after the Applicable Time and expiring on the five-year anniversary of the Applicable Time thereof at an initial exercise price per common share of Common Stock of $[ ● [●], which is equal to 125120% of the initial public offering price of the Initial SecuritiesPublic Offering Price. 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 Warrants and the underlying shares of Common Stock underlying the Representative’s Warrants during the one hundred and eighty (180) days after the Applicable Time 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 and eighty (180) days following the Applicable Time Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringUnderwriter, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealerUnderwriters; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Representative’s Warrant Agreement Warrants shall be made at on the Closing TimeDate or the Option Closing Date, as applicable, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) at on the Closing Time Date or Option Closing Date, as applicable, warrants, substantially in the form of warrant attached hereto as Exhibit D, to purchase a warrant number of Ordinary Shares equal to five percent (“Closing Time Representative’s Warrants”5%) for of the purchase of an aggregate of [ ● ] shares of Common Stock and Offered Securities sold by the Company (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the number of shares of Common Stock issued on such Date of Delivery). The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), Warrants shall be exercisableexercisable on cashless basis, in whole or in part, commencing on a date which is six anytime beginning one hundred eighty (6180) months days after the Applicable Time commencement of the sale of the Firm Shares and expiring on the five-fifth year anniversary of the Applicable Time commencement of sales of the Firm Shares at an initial exercise price per share of Common Stock of $[ ● ][●] per Ordinary Share, which is equal to 125% one hundred fifty percent (150%) of the initial public offering price of the Initial Securitiesper Firm Share. 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 Warrants and the underlying shares of Common Stock Underlying Shares during the one hundred and eighty (180) days after the Applicable Time 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 and eighty (180) days following the Applicable Time Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of During such time as the Representative’s Warrant Agreement Warrants are outstanding, the Company shall be made at not agree to merge, reorganize or take any action which would terminate the Closing Time, and shall be issued in Representative’s Warrants without first making adequate provisions for the name or names and in such authorized denominations as the Representative may requestRepresentative’s Warrants.

Representatives Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) (i) at on the Closing Time a warrant Date an option (“Closing Time Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.05% of the number Placement Shares sold in the Offering, for an aggregate purchase price of shares of Common Stock issued on such Date of Delivery$100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit C 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 Applicable Time Closing Date and expiring on the five-year anniversary of the Applicable Time thereof at an initial exercise price per share shares of Common Stock of $[ ● ]6.00, which is equal to 125120% of the initial public offering price of the Initial SecuritiesPlacement Shares. 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 and eighty (180) days after the Applicable Time 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 and eighty (180) days following the Applicable Time Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Warrant Agreement shall be made at on the Closing Time, Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its permitted designees) (i) at the on a Closing Time a warrant (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if anyDate, a warrant or warrants, as applicable (together with in the Closing Time Representative’s Warrantsform attached as Exhibit A hereto, the “Representative’s WarrantsWarrant”) for to purchase the purchase number of an aggregate of 3.0% Common Shares equal to seven percent (7%) of the number of Firm shares of Common Stock and Option Shares, if any, issued on such Date of Deliveryin the Offering (“Warrant Shares”). The agreement(s) representing the Representative’s Warrants, in Warrants will be exercisable for a term of five (5) years from the form attached hereto as Exhibit C effective date (the “Representative’s Warrant AgreementEffective Date”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Applicable Time and expiring on the five-year anniversary of the Applicable Time Registration Statement (as defined below) at an initial exercise price per share of Common Stock of $[ ● ], which is equal to 125% of the initial public offering price of per share paid by investors in the Initial SecuritiesOffering. The Representative’s Warrant Agreement Warrants shall include a “cashless” exercise feature, and shall contain provisions for registration rights for the Representative’s Warrants and the shares of underlying Common Stock issuable upon exercise thereof are hereinafter referred to together Shares, as set forth in the “Representative’s Securities.” Warrants. 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 Warrant Shares during the one hundred and eighty (180) days after the Applicable Time 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 and eighty (180) days following the Applicable Time 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 restrictionscircumstances listed under FINRA Rule 5110(e)(2). Delivery of the Representative’s Warrant Agreement Warrants shall be made at the on a Closing Time, Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its permitted designees) (i) at the on a Closing Time a warrant (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if anyDate, a warrant or warrants, as applicable (together with in the Closing Time Representative’s Warrantsform attached as Exhibit A hereto, the “Representative’s WarrantsWarrant”) for to purchase the purchase number of an aggregate of 3.0% Ordinary Shares equal to seven percent (7%) of the number of Firm shares of Common Stock and Option Shares, if any, issued on such Date of Deliveryin the Offering (“Warrant Shares”). The agreement(s) representing the Representative’s Warrants, in Warrants will be exercisable for a term of five (5) years from the form attached hereto as Exhibit C effective date (the “Representative’s Warrant AgreementEffective Date”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Applicable Time and expiring on the five-year anniversary of the Applicable Time Registration Statement (as defined below) at an initial exercise price per share of Common Stock of $[ ● ], which is equal to 125100% of the initial public offering price of per share paid by investors in the Initial SecuritiesOffering. 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 Warrants and the underlying shares of Common Stock Warrant Shares during the one hundred and eighty (180) days after the Applicable Time 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 and eighty (180) days following the Applicable Time 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 restrictionscircumstances listed under FINRA Rule 5110(e)(2). Delivery of the Representative’s Warrant Agreement Warrants shall be made at the on a Closing Time, Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Representative’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s Warrants holder’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and immediate “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The Representative have agreed not to re-price or amend the terms of any outstanding warrants as of the date on which the trading of the Ordinary Shares on the Nasdaq Stock Market (“Nasdaq”) commences for a period of up to 12 months. The Representative’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its permitted designees) (i) at the on a Closing Time a warrant (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if anyDate, a warrant or warrants, as applicable (together with in the Closing Time Representative’s Warrantsform attached as Exhibit A hereto, the “Representative’s WarrantsWarrant”) for to purchase the purchase number of an aggregate of 3.0% Ordinary Shares equal to seven percent (7%) of the number of Firm shares of Common Stock and Option Shares, if any, issued on such Date of Deliveryin the Offering (“Warrant Shares”). The agreement(s) representing the Representative’s Warrants, in Warrants will be exercisable for a term of five (5) years from the form attached hereto as Exhibit C effective date (the “Representative’s Warrant AgreementEffective Date”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Applicable Time and expiring on the five-year anniversary of the Applicable Time Registration Statement (as defined below) at an initial exercise price equal to the price per share of Common Stock of $[ ● ], which is equal to 125% of paid by investors in the initial public offering price of the Initial SecuritiesOffering. The Representative’s Warrant Agreement Warrants shall include a “cashless” exercise feature, and shall contain provisions for registration rights for the Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together underlying Ordinary Shares, as set forth in the “Representative’s Securities.” Warrants. 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 Warrant Shares during the one hundred and eighty (180) days after the Applicable Time 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 and eighty (180) days following the Applicable Time 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 restrictionscircumstances listed under FINRA Rule 5110(e)(2). Delivery of the Representative’s Warrant Agreement Warrants shall be made at the on a Closing Time, Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its permitted designees) (i) at the on a Closing Time a warrant (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if anyDate, a warrant or warrants, as applicable (together with in the Closing Time Representative’s Warrantsform attached as Exhibit A hereto, the “Representative’s WarrantsWarrant”) for to purchase the purchase number of an aggregate of 3.0% Ordinary Shares equal to seven percent (7%) of the number of shares of Common Stock Firm Shares and Option Shares, if any, issued on such Date of Deliveryin the Offering (“Warrant Shares”). The agreement(s) representing Notwithstanding the foregoing, in the event any Firm Shares or Option Shares are allocated to investors identified and introduced by the Company, then the Representative’s WarrantsWarrants shall be reduced to three percent (3.0%) of the number of Firm Shares and Option Shares, in if any issued, for those investors. The Representative’s Warrants will be exercisable for a term of five (5) years from the form attached hereto as Exhibit C effective date (the “Representative’s Warrant AgreementEffective Date”) of the Registration Statement (as defined below), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Applicable Time and expiring on the five-year anniversary of the Applicable Time at an initial exercise price per share of Common Stock of $[ ● ], which is equal to 125% of the initial public offering price of per share paid by investors in the Initial SecuritiesOffering. 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 Warrants and the underlying shares of Common Stock Warrant Shares during the one hundred and eighty (180) days after the Applicable Time 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 and eighty (180) days following the Applicable Time 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 restrictionscircumstances listed under FINRA Rule 5110(e)(2). Delivery of the Representative’s Warrant Agreement Warrants shall be made at the on a Closing Time, Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Representative’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s Warrants holder’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and immediate and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The Representative’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, dividend, share split, merger or other structural transaction to prevent dilution.

Representatives Warrants. The As additional consideration, the Company hereby agrees to issue to the Representative I-Bankers (and/or its designees) (i) at on the Closing Time a warrant Date or Option Closing Date, as applicable, non-redeemable warrants (the “Closing Time Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the number of shares of Common Stock issued on such Date of Delivery. The agreement(s) representing the Representative’s Warrants, Ordinary Shares contained in the form attached hereto as Exhibit C Units sold in the Offering (excluding any Ordinary Shares underlying the Warrants and the Rights contained in the Units) (the “Representative’s Warrant AgreementShares”), . The Representative’s Warrants shall be exercisable, in whole or in part, commencing thirty (30) days after the closing of the Business Combination, and expiring five (5) years from the Effective Date, for cash or on a date which is six (6) months after the Applicable Time and expiring on the five-year anniversary of the Applicable Time cashless basis, at an initial exercise price per share of Common Stock of $[ ● ]12.00 per Representative’s Warrant Share, which is equal to 125120% of the initial public offering price of the Initial Securitiesa Unit. The Representative’s Warrants, the Representative’s Warrant Agreement Shares and the shares of Common Stock issuable upon exercise thereof Representative’s Shares (as defined in Section 1.3.2 below) are hereinafter referred to together collectively as the “Representative’s Securities.” The Representative understands Public Securities and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and Securities are hereinafter referred to collectively as the underlying shares of Common Stock during the one hundred and eighty (180) days after the Applicable Time and “Securities.” The Representative agrees by its acceptance thereof shall agree of the Representative’s Warrant, that it will not not: (a) sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementShares for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a dealer selected by the Representative that participates in the offer and sale of the Units (each a “Selected Dealer”), or any portion thereof(ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or Selected Dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative’s Warrants or Representative’s Warrant Shares to be the subject of any hedging, short sale, derivative, put or call transaction transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of such securities the Representative’s Warrants or Representative’s Warrant Shares, except as provided for a period of one hundred and eighty (180) days following the Applicable Time 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 FINRA Rule 5110(e)(2). With respect to the foregoing lock-up restrictions. Delivery of registration rights for the Representative’s Warrant to be provided to I-Bankers pursuant to the Registration Rights Agreement (as defined in Section 2.24.3), notwithstanding anything to the contrary set forth in the Registration Rights Agreement, I-Bankers agrees that (i) it shall be made not have more than one (1) demand registration right at the Closing Time, Company’s expense; (ii) any demand registration right shall not have a duration of more than five (5) years from the commencement of sales of the Offering; and (iii) any piggyback registration right shall be issued in not have a duration of more than seven (7) years from the name or names and in such authorized denominations as commencement of sales of the Representative may requestOffering.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) at the on a Closing Time a warrant (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if anyDate, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the to purchase of an aggregate of 3.0% of the a number of shares of Common Stock issued on such Date equal to 3% of Deliverythe total number of Shares sold pursuant to the Offering (“Representative’s Warrant”). The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit C A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a 180 days from the effective date which is six of the Registration Statement (6the “Effective Date”) months after the Applicable Time and expiring on the five-year anniversary of the Applicable Time thereof at an initial exercise price per share of Common Stock of $[ ● ]] per share, which is equal to 125% of the initial public offering price Purchase Price of the Initial SecuritiesShares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon shall include a “cashless” exercise thereof are hereinafter referred to together as the “Representative’s Securities.” feature. 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 common stock during the one hundred and eighty (180) days after the Applicable Time 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 and eighty (180) days following the Applicable Time Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, or (ii) a bona fide officer or partner of the Representative Representative, an Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Representative’s Warrant Agreement shall be made at the on a Closing Time, Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its permitted designees) (i) at the on a Closing Time a warrant (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if anyDate, a warrant or warrants (together with in the Closing Time Representative’s Warrantsform attached as Exhibit A hereto, the “Representative’s WarrantsWarrant”) for the to purchase of an aggregate of 3.0[*] Common Shares (“Warrant Shares”), determined by dividing (A) 7% of the number gross proceeds received by the Company for the sale of shares of Common Stock issued on such Date of Deliverythe Offered Securities divided by (B) the Per Share Price. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), shall Warrants will be exercisable, in whole or in part, commencing on exercisable for a date which is six (6) months after the Applicable Time and expiring term of five years beginning on the five-year anniversary date of the Applicable Time issuance at an initial exercise price per share of Common Stock of $[ ● ], which is equal to 125% of the initial public offering price Per Share Price of the Initial Offered Securities. The Representative’s Warrant Agreement shall include a “cashless” exercise feature, and shall contain provisions for registration rights for the Representative’s Warrant and the shares of underlying Common Stock issuable upon exercise thereof are hereinafter referred to together Shares, as set forth in the “Representative’s Securities.” Warrant Agreement. 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 Warrant Shares during the one hundred and eighty (180) days after the Applicable Time effective date of the registration statement (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 enter into 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 Applicable Time 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 restrictionscircumstances listed under FINRA Rule 5110(e)(2). Delivery of the Representative’s Warrant Agreement shall be made at the on a Closing Time, Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) at on the Closing Time a warrant Date warrants (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the to purchase such number of an aggregate of 3.0% Ordinary Shares, representing four percent (4%) of the total number of shares of Common Stock issued on such Date of DeliveryOffered Securities sold in the Offering. The agreement(s) representing the Representative’s Representative Warrants, in the form attached hereto as Exhibit C B (the “Representative’s Warrant Agreement”), shall be exercisableexercisable at any time, and from time to time, in whole or in part, during the four (4) year period commencing on a date which is six (6) months after from the Applicable Time and expiring on the five-year anniversary of the Applicable Time Closing 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 Initial SecuritiesFirm Shares, and shall provide for adjustments to the exercise price and number of Ordinary Shares for which the Representative’s Warrants are exercisable in the event of stock dividends, splits and recapitalizations. The Representative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof (the “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 Warrant Agreement Warrants and the underlying shares of Common Stock Warrant Shares during the one hundred and eighty (180) days after beginning on the Applicable Time 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 and eighty (180) days following beginning on the Applicable Time date of commencement of sales of the Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) (i) at on the Closing Time Date a warrant (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the to purchase of up to an aggregate of 3.0120,000 Units (such Units issued and sold to the Representative are referred to herein as the “Representative’s Units”), representing 10% of the number Firm Units (excluding the Option Securities), for an aggregate purchase price of shares [$____], as adjusted in accordance with the terms of Common Stock issued on such Date of Delivery. The agreement(s) representing the Representative’s Warrants, Warrant Agreement (as defined below). The Representative’s Warrant shall be governed by an agreement in substantially the form attached hereto as Exhibit C A (the “Representative’s Warrant Agreement”), and shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Applicable Time Effective Date and expiring on the five-year anniversary of the Applicable Time Effective Date at an initial exercise price per share of Common Stock Representative’s Unit of $[ ● [•], which is equal to 125120% of the initial public offering price of the Initial SecuritiesFirm Units. The Representative’s Warrant, the Representative’s Warrant Agreement and the Representative’s Units issuable upon exercise thereof (including the shares of Common Stock issuable upon exercise thereof and the Warrants comprising the Representative’s Units) 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 and eighty (180) days after the Applicable Time 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 and eighty (180) days following the Applicable Time Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or each of its designees) on the applicable Closing Date and Option Closing Date (iif applicable), warrants, substantially in the form of Exhibit D attached hereto, to purchase such number of Ordinary Shares equal to seven percent (7.0%) at of the Closing Time a warrant Offered Securities sold by the Company and the Selling Shareholders (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for ), including any Ordinary Shares issued pursuant to the purchase exercise of an aggregate of 3.0% of the number of shares of Common Stock issued on such Date of DeliveryOver-allotment Option. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C (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 from the date which is six (6) months after the Applicable Time of issuance and expiring on the five-year fifth anniversary of the Applicable Time commencement of sales of the Offered Securities at an initial exercise price per share of Common Stock of $[ ● ][●] per Ordinary Share, which is equal to one hundred and twenty-five percent (125% %) of the initial public offering price of the Initial Securitiesa Firm Share. The Representative’s Warrant Agreement Warrants may be exercised on a cashless basis. The Representative’s Warrants are not redeemable by the Representative. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof Underlying Shares will be deemed compensation by FINRA and are hereinafter referred therefore subject to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions a 180-day lock-up pursuant to FINRA Rule 5110 against transferring 5110(e)(1)(A). The Representative (or permitted assignees under the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred and eighty (180FINRA Rule 5110(e)) days after the Applicable Time and by its acceptance thereof shall agree that it will may not sell, transfer, assign, pledge pledge, or hypothecate the Representative’s Warrant AgreementWarrants or the Underlying Shares, or any portion thereof, or be the subject of nor will they engage in any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities the Representative’s Warrants or the Underlying Shares for a period of one hundred and eighty (180) 180 days following the Applicable Time date of commencement of sales of the Offered Securities, except to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations restrictions as the Representative may requestpermitted by FINRA Rule 5110(e)(2).

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) at on the Closing Time a warrant Date warrants (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the to purchase such number of an aggregate of 3.0% Ordinary Shares, representing five percent (5%) of the total number of shares of Common Stock issued on such Date of DeliveryOffered Securities. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C B (the “Representative’s Warrant Agreement”), shall be exercisableexercisable at any time, and from time to time, in whole or in part, during the four and half year period commencing on a date which is six (6) months after from the Applicable Time and expiring on the five-year anniversary commencement of sales of the Applicable Time Offering, at an initial exercise price per share of Common Stock of $[ ● ]5.00, which is equal to 125% of the initial public offering price of the Initial SecuritiesFirm Shares. During such time as the Representative’s Warrants are outstanding, the Company agrees not to merge, reorganize, or take any action which would terminate the Representative’s Warrants without first making adequate provisions for the Representative’s Warrants. The Representative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof (the “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 Warrant Agreement Warrants and the underlying shares of Common Stock Warrant Shares during the one hundred and eighty (180) days after beginning on the Applicable Time 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 and eighty (180) days following beginning on the Applicable Time date of commencement of sales of the Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) at on the Closing Time a warrant Date, Warrants to purchase ______ Ordinary Shares (the “Closing Time Representative’s Warrants”) for ), which equal to five percent 5% of the Firm Shares, and, on each Option Closing Date, Warrants to purchase a number of Ordinary Shares up to an aggregate of [ ● ] shares five percent (5%) of Common Stock and the number of Shares issued at such Option Closing Date (ii) on each Date of Deliverythe “Option Representative’s Warrants” and, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the number of shares of Common Stock issued on such Date of Delivery). The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), Warrants shall be exercisable, in whole or in part, commencing on a date which is six (6) months after from the Applicable Time Effective Date of the Registration Statement and expiring on the five-year anniversary of the Applicable Time such date at an initial exercise price per share of Common Stock of $[ ● ]____ per Ordinary Share, which is equal to 125% one hundred and ten percent (110%) of the initial public offering Offering price of the Initial Securitiesa Share. The Representative’s Warrant Agreement Warrants shall not be redeemable. The Company shall register the shares underlying the Representative’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Representative’s Warrants may not be transferred, assigned or hypothecated for a period of eighteen (18) months following the Closing, except that they may be assigned, in whole or in part, to any successor, officer, manager or member of the Representative (or to officers, managers or members of any such successor or member), and to members of the underwriting syndicate or selling group. The Representative’s Warrants may be exercised as to all or a lesser number of Ordinary Shares, will provide for cashless exercise at all times and will contain provisions for one demand registration of the sale of the underlying Ordinary Shares at the Company’s expense, an additional demand registration at the warrant holders’ expense, and unlimited “piggyback” registration rights for a period of five years after the Closing at the Company’s expense. The Representative’s Warrants shall further provide for anti-dilution protection (adjustment in the number and price of such warrants and the shares underlying such warrants) resulting from corporate events (which would include dividends, reorganizations, mergers, etc.) and future issuance of Common Stock ordinary shares or ordinary shares equivalents at prices (or with exercise and/or conversion prices) below the Offering price. The Representative’s Warrants and the Ordinary Shares issuable upon exercise thereof of the Representative’s Warrants are hereinafter referred to together collectively as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement Securities and the underlying shares of Common Stock during the one hundred and eighty (180) days after the Applicable Time 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 Applicable Time 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. Delivery of the Representative’s Warrant Agreement Shares shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations collectively referred to as the Representative may request“Securities.”

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) at on the First Closing Time Date and on each Option Closing Date, a warrant (“Closing Time Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the that number of shares of Common Stock equal to 7.5% of the Offered Shares issued on the First Closing Date or such Date of DeliveryOption Closing Date, as the case may be. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C Warrant agreement (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Applicable Time immediately and expiring on the five-year anniversary of the Applicable Time date of issuance, at an initial exercise price per share of Common Stock of $[ ● ]0.9375, which is equal to 125% of the initial public offering price of the Initial SecuritiesFirm Shares. 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 Underwriters 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 and eighty (180) days after the Applicable Time First 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 Applicable Time First Closing Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Warrant Agreement shall be made at on the First Closing TimeDate and on each Option Closing Date, if applicable, and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) at on the Closing Time a warrant (“Closing Time Representative’s Warrants”) for the Date, warrants to purchase of an aggregate of [ ● ] five percent (5%) of the shares of Common Stock and shares issuable upon exercise of the Pre-Funded Warrants sold in the Offering (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for ), pursuant to that certain Representative’s Warrant Agreement, to be executed by the Company on the Closing Date, substantially in the form set forth as Exhibit B (“Representative Warrant Agreement”). Each Representative’s Warrant entitles the holder thereof to purchase of an aggregate of 3.0% of the number of shares of Common Stock issued on such Date of Deliveryat the exercise price thereof. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, during a period commencing on a date which is six (6) months the 181st day after the Applicable Time commencement of sales of the Public Securities and expiring on the five-year anniversary of the Applicable Time commencement of sales of the Public Securities at an initial exercise price per share of Common Stock of $[ ● ][●] per share, which is equal to 125110% of the initial public offering price of the Initial SecuritiesFirm 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 5110(e)(1) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) on the transfer of the Representative’s Warrant Agreement and the underlying shares of Common Stock issuable upon exercise of the Representative Warrant during the one hundred and eighty (180) days after day period commencing on the Applicable Time date of the commencement of sales of the Public Securities 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 three hundred and eighty sixty five (180365) days following the Applicable Time date of commencement of sales of the Public Securities to anyone other than (i) an Underwriter to officers or a selected dealer in connection with the offering, or (ii) a bona fide officer or partner partners of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery members of the selling group. The Representative’s Warrant Agreement shall be made Warrants provide for registration rights (including a one-time demand registration right at the Closing TimeCompany’s expense and unlimited piggyback rights, each expiring five (5) years from commencement of sales of the Public Securities) and shall be issued in the name or names and in such authorized denominations customary anti-dilution provisions, as the Representative may requestpermitted by FINRA Rule 5110(g)(8).

Representatives Warrants. The As additional compensation for its services hereunder, the Company hereby agrees to issue to the Representative (and/or its designees) (i) at the Closing Time a warrant or warrants (“Closing Time Representative’s WarrantsWarrant(s)”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date Stock, representing 5% of Delivery, if any, a warrant (together with the Closing Time Shares. A Representative’s Warrants, the “Representative’s Warrants”) Warrant for the purchase of an aggregate of 3.0% of the number of shares of Common Stock representing 5% of the Closing Shares shall be issued to the Representative (and/or its designees) on the Closing Date and shall be issued in the name or names and in such Date of Deliveryauthorized denominations as the Representative may request. The agreement(s) representing the Representative’s WarrantsWarrant, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”)A , shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Applicable Time Effective Date and expiring on the five-year anniversary of the Applicable Time 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 Initial SecuritiesPurchase Price. 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 and eighty (180) days after the Applicable Time 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 and eighty (180) days following the Applicable Time Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) at on the Closing Time a warrant Date warrants (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the to purchase such number of an aggregate of 3.0% Ordinary Shares, representing five percent (5%) of the total number of shares of Common Stock issued on such Date of DeliveryOffered Securities. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C B (the “Representative’s Warrant Agreement”), shall be exercisableexercisable at any time, and from time to time, in whole or in part, during the four and half year period commencing on a date which is six (6) months after from the Applicable Time and expiring on the five-year anniversary commencement of sales of the Applicable Time Offering, at an initial exercise price per share of Common Stock of $[ ● [●], which is equal to 125% of the initial public offering price of the Initial SecuritiesFirm Shares. During such time as the Representative’s Warrants are outstanding, the Company agrees not to merge, reorganize, or take any action which would terminate the Representative’s Warrants without first making adequate provisions for the Representative’s Warrants. The Representative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof (the “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 Warrant Agreement Warrants and the underlying shares of Common Stock Warrant Shares during the one hundred and eighty (180) days after beginning on the Applicable Time 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 and eighty (180) days following beginning on the Applicable Time date of commencement of sales of the Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees form of the certificate representing the Representatives' Warrants (and the form of election to issue purchase shares of Preferred Stock upon the exercise of Representatives' Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in Exhibit "A" to the Representative (and/or its designees) (i) Representatives' Warrant Agreement. Each Representatives' Warrant shall entitle the Holder to purchase one fully paid and non-assessable share of Preferred Stock at an initial purchase price of $16.50 per share from ______________, 2000 until 5:00 P.M. New York time on _____________, 2004 at which time the Closing Time a warrant (“Closing Time Representative’s Warrants”) for Representatives' Warrants shall expire. The exercise price of the purchase of an aggregate of [ ● ] shares of Common Stock Representatives' Warrants and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the number of shares of Common Preferred Stock issued on such Date issuable upon the exercise of Delivery. The agreement(s) representing the Representative’s WarrantsRepresentatives' Warrants are subject to adjustment, whether or not the Representatives' Warrants have been exercised, in the form attached hereto manner and upon the occurrence of the events set forth in Section 8 of this Agreement. Subject to the provisions of this Agreement and upon issuance of the Representatives' Warrants, each registered holder of such Representatives' Warrants shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully paid and non-assessable shares of Preferred Stock (subject to adjustment as Exhibit C (provided herein and in the “Representative’s Warrant Agreement”), shall be exercisablefree and clear of all preemptive rights of stockholders, in whole or in part, commencing on a date which is six (6) months after provided that such registered holder complies with the Applicable Time and expiring on the five-year anniversary terms governing exercise of the Applicable Time at an initial exercise price per share of Common Stock of $[ ● ], which is equal to 125% of Representatives' Warrants set forth in the initial public offering price of the Initial Securities. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred and eighty (180) days after the Applicable Time 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 thereofand pays the applicable exercise price, or be the subject of any hedging, short sale, derivative, put or call transaction that would result determined in the effective economic disposition of such securities for a period of one hundred and eighty (180) days following the Applicable Time to anyone other than (i) an Underwriter or a selected dealer in connection accordance with the offering, or (ii) a bona fide officer or partner terms of the Representative or Warrant Agreement. Upon exercise of the Representatives' Warrants, the Company shall forthwith issue to the registered holder of any such Underwriter Representatives' Warrant in his name or selected dealer; in such name as may be directed by him, certificates for the number of shares of Preferred Stock so purchased. Except as otherwise provided herein and only if in Section 6.1 hereof, the Representatives' Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Representatives' Warrants shall be transferable in the manner provided in the Warrant Agreement, and upon any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Representative’s transfer, a new Warrant Agreement shall be made at the Closing Time, and Certificate shall be issued in promptly to the name transferee. The Company covenants to, and agrees with, the Holder(s) that without the prior written consent of the Holder(s), which will not be unreasonably withheld, the Warrant Agreement will not be modified, amended, canceled, altered or names superseded, and in such authorized denominations as that the Representative may requestCompany will send to each Holder, irrespective of whether or not the Representatives' Warrants have been exercised, any and all notices required by the Warrant Agreement to be sent to holders of the Representatives' Warrants.

Representatives Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) (i) at on the Closing Time a warrant (“Closing Time Representative’s Warrants”) Date for the purchase of an aggregate purchase price of [ ● ] shares of Common Stock and $100.00 one or more warrants (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.080,000 shares of Common Stock (which is equal to an aggregate of 5% of the number of shares of Common Stock issued on such Date of DeliveryClosing Securities sold in the Offering). The agreement(s) representing Representative’s Warrants shall be issuable pursuant to the Representative’s Warrants, Warrant Agreement in the form attached hereto as Exhibit C D (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six (6) months after the Applicable Time Closing and expiring on the five-year anniversary of the Applicable Time Closing at an initial exercise price per share of Common Stock of $[ ● ]7.425, which is equal to 125110% of the initial public offering price of the Initial Securitieseach Unit. 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 RepresentativeUnderwriter’s Warrant Agreement and the underlying shares of Common Stock during the one hundred and eighty (180) days after from the Applicable Time commencement of sales of the securities issued in connection with this offering 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 and eighty (180) days following from the Applicable Time commencement of sales of the securities issued in connection with this offering to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The As additional compensation for the Representative’s services, the Company hereby agrees to shall issue to the Representative (and/or or its designees) (i) designees at the Closing Time a warrant (“Closing Time closing of the Offering Representative’s Warrants”) for the Warrants to purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the that number of shares of Common Stock issued on such Date equal to 5.0% of Deliverythe aggregate number of Firm Shares sold in the Offering. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), shall will be exercisableexercisable at any time and from time to time, in whole or in part, during the period commencing on a date which is six (6) months after 180 days from the Applicable Time and expiring on the five-year anniversary commencement of sales of the Applicable Time Firm Shares in the public offering and ending four years and six months thereafter, at an initial exercise a price per share of Common Stock of $[ ● ], which is equal to 125125.0% of the initial public offering price of the Initial Securitiesper Firm Share. The Representative’s Warrant Agreement Warrants and the shares of Common Stock issuable upon exercise thereof Representative’s Warrant Shares are hereinafter referred to together collectively as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock Representative’s Warrant Shares during the one hundred and eighty (180) days -day period after the Applicable Time commencement of sales of the Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not not, sell, transfer, assign, pledge or hypothecate the their respective 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 and eighty (180) 180 days following the Applicable Time commencement of sales of the public offering to anyone other than (iA) an Underwriter or a selected dealer in connection with the offeringOffering, or (iiB) 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. Delivery of the executed Representative’s Warrant Agreement Warrants shall be made at on the Closing Time, Date and the Representative’s Warrants shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The As additional consideration, the Company hereby agrees to issue and sell to the Representative (and/or its designees) (i) at on the Closing Time a warrant Date non-redeemable ordinary share purchase warrants (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% [●] ordinary shares for an aggregate purchase price of the number of shares of Common Stock issued on such Date of Delivery$100.00. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), Warrants shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Applicable Time Effective Date and expiring on the five-year anniversary of the Applicable Time Effective Date at an initial exercise price per share of Common Stock of $[ ● [●], which is equal to 125% one hundred and thirty percent (130%) of the initial public offering price of the Initial Securitiesper Firm Share. The Representative’s Warrant Agreement Warrants and the ordinary shares of Common Stock issuable upon exercise thereof of the Representative’s Warrants (the “Warrant Shares”) are hereinafter referred to together collectively as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock Securities during the one hundred and eighty (180) days first six months after the Applicable Time and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Effective Date. The Representative’s Warrant AgreementSecurities may not be transferred, assigned 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 hypothecated for a period of one hundred and eighty six (1806) days months following the Applicable Time Effective Date, except that they may be assigned, in whole or in part, to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringany successor, or (ii) a bona fide officer or partner member of the Representative Maxim (or to officers or partners of any such Underwriter successor or selected dealer; member), and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery members of the underwriting syndicate or selling group. The Representative’s Warrant Agreement shall may be made exercised as to all or a lesser number of the underlying ordinary shares, will provide for cashless exercise and will for a period of five years after the Effective Date, contain provisions for one demand registration of the sale of the underlying ordinary shares at the Closing TimeCompany’s expense, an additional demand registration at the warrant holders’ expense, and shall be issued in unlimited “piggyback” registration rights for a period of five years after the name or names and in such authorized denominations as Effective Date at the Representative may requestCompany’s expense.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the applicable Closing Date and Option Closing Date (i) at the Closing Time a warrant (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Deliveryif applicable), if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the number of shares of Common Stock issued on such Date of Delivery. The agreement(s) representing the Representative’s Warrants, substantially in the form of Exhibit B attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), for a nominal consideration of $0.01, to purchase up to an aggregate number of Ordinary Shares equal to three point five percent (3.5%) of the Firm Shares sold in this Offering (the “Representative’s Warrants”), including any Ordinary Shares issued pursuant to the exercise of Over-allotment Option. The Representative’s Warrants shall be exercisable, in whole or in part, commencing on a date which is six (6) six months after the Applicable Time from issuance and expiring on the fivefifth-year anniversary of the Applicable Time commencement of sale of the Offering at an initial exercise price per share of Common Stock of $[ ● ]4.80 per Ordinary Share, which is equal to 125% one hundred and twenty percent (120%) of the initial public offering price of the Initial Securitiesa Firm Share. 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 Warrants and the underlying shares of Common Stock Warrant Shares during the one hundred and eighty (180) days after beginning on the Applicable Time 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 and eighty (180) days following beginning on the Applicable Time date of commencement of sales of the Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The As additional compensation for the Representative’s services, the Company hereby agrees to shall issue to the Representative (and/or or its designees) (i) designees at the Closing Time a warrant (“Closing Time closing of the offering Representative’s Warrants”) for the Warrants to purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the that number of shares of Common Stock issued on such Date equal to 5.0% of Deliverythe aggregate number of Firm Shares sold in the offering. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), shall will be exercisableexercisable at any time and from time to time, in whole or in part, during the period commencing on a date which is six (6) months after 180 days from the Applicable Time and expiring on the five-year anniversary commencement of sales of the Applicable Time Firm Shares in the public offering and ending four years and six months thereafter, at an initial exercise a price per share of Common Stock of $[ ● ], which is equal to 125125.0% of the initial public offering price of the Initial Securitiesper Firm Share. The Representative’s Warrant Agreement Warrants and the shares of Common Stock issuable upon exercise thereof Representative’s Warrant Shares are hereinafter referred to together collectively as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock Representative’s Warrant Shares during the one hundred and eighty (180) days -day period after the Applicable Time commencement of sales of the Firm Shares in the offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not not, sell, transfer, assign, pledge or hypothecate the their respective 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 and eighty (180) 180 days following the Applicable Time commencement of sales of the public offering to anyone other than (iA) an Underwriter or a selected dealer in connection with the offering, or (iiB) 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. Delivery of the executed Representative’s Warrant Agreement Warrants shall be made at on the Closing Time, Date and the Representative’s Warrants shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) (i) at on the Closing Time a warrant Date an option (“Closing Time Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.05% of the number Placement Shares sold in the Offering, for an aggregate purchase price of shares of Common Stock issued on such Date of Delivery$100.00. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit C 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 Applicable Time Closing Date and expiring on the five-year anniversary of the Applicable Time thereof at an initial exercise price per share shares of Common Stock of $[ ● ]5.40, which is equal to 125120% of the initial public offering price of the Initial SecuritiesPlacement Shares. 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 and eighty (180) days after the Applicable Time 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 and eighty (180) days following the Applicable Time Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Warrant Agreement shall be made at on the Closing Time, Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The As additional compensation for its services hereunder, the Company hereby agrees to issue to the Representative (and/or its designees) (i) at the Closing Time a warrant or warrants (“Closing Time Representative’s WarrantsWarrant(s)”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date representing 5% of Delivery, if any, a warrant (together with the Closing Time Shares. A Representative’s Warrants, the “Representative’s Warrants”) Warrant for the purchase of an aggregate of 3.0% of the number of shares of Common Stock representing 5% of the Closing Shares shall be issued to the Representative (and/or its designees) on the Closing Date and shall be issued in the name or names and in such Date of Deliveryauthorized denominations as the Representative may request. The agreement(s) representing the Representative’s WarrantsWarrant, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”)A , shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Applicable Time Effective Date and expiring on the five-year anniversary of the Applicable Time 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 in the Initial SecuritiesOffering. 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 securities during the one hundred and eighty (180) days after the Applicable Time 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 and eighty (180) days following the Applicable Time Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue to the Representative Representatives (and/or its their permitted designees) (i) at on the Closing Time a warrant Date [____________] (____________) warrants (the “Closing Time Representative’s Representatives’ Warrants”) ), for the purchase of an aggregate of [ ● [____________] shares of Common Stock and (ii“Representatives’ Shares”), which amount is equal to seven percent (7%) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, total number of Shares actually sold in the “Representative’s Warrants”) for offering contemplated hereby. Such warrants shall be issued to the purchase of an aggregate of 3.0% of Representatives in proportion to the number of shares set forth next to the name of Common Stock issued each Representative on such Date of DeliverySchedule I hereto. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), Representatives’ Warrants shall be exercisable, in whole or in partpart at any time, and from time to time, during the period commencing on a the date which that is three hundred and sixty six days following the date of the final prospectus with respect to the offering contemplated hereby (6the “Final Prospectus Date”) months after and ending on October 1, 2012, the Applicable Time and expiring on date immediately preceding the five-fifth (5th) year anniversary of the Applicable Time initial date of effectiveness of the Registration Statement, at an initial exercise price per share of Common Stock Representatives’ Share of $[ ● [____________], which is equal to one hundred twenty five percent (125% %) of the initial public offering price of the Initial Securitiesper share. The Representative’s Warrant Agreement Representatives understand 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 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 Representatives’ Warrants during the one hundred and eighty first twelve (18012) days months after the Applicable Time and by its acceptance thereof shall agree that it will not sellClosing Date, 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 as set forth in the effective economic disposition of such securities for a period of one hundred and eighty (180) days following the Applicable Time to anyone other than (i) an Underwriter or a selected dealer in connection with the offering, or (ii) a bona fide officer or partner Representatives’ Warrants. Each of the Representative or of any such Underwriter or selected dealer; Representatives, severally but not jointly, represent and only if any such transferee agrees warrant to the foregoing lock-up restrictions. Delivery Company that the representations and warranties contained in Schedule 2(c) attached hereto are true, correct, and complete as of the Representative’s Warrant Agreement shall be made at the Closing Time, date hereof with respect to itself and shall be issued true, correct and complete as of the Closing Date with respect to itself, and that the Company is relying on such representations and warranties in determining whether the issuance of the Representatives’ Warrants to each of the Representatives is suitable for such Representative. The Company shall deliver to the Representatives, on the Closing Date, certificates for the Representatives’ Warrants in the name or names and in such authorized denominations as the each Representative may request.

Representatives Warrants. The As additional consideration, the Company hereby agrees to issue and sell to the Representative I-Bankers (and/or its designees) (i) at on the Closing Time Date or Option Closing Date, as applicable, a non-redeemable warrant (the “Closing Time Representative’s WarrantsWarrant”) for the purchase of an aggregate 8.0% of [ ● ] the shares of Common Stock and contained in the Units sold in the Offering (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the number of shares of excluding any Common Stock issued on such Date of Delivery. The agreement(s) representing underlying the Representative’s Warrants, Warrants and the Rights contained in the form attached hereto as Exhibit C Units) (the “Representative’s Warrant AgreementShares”), . The Representative’s Warrants shall be exercisable, in whole or in part, commencing the later of (i) the closing of the Business Combination, or (ii) one-year from the Effective Date, and expiring five (5) years from the Effective Date, for cash or on a date which is six (6) months after the Applicable Time and expiring on the five-year anniversary of the Applicable Time cashless basis, at an initial exercise price per share of Common Stock of $[ ● ]12.00 per Representative’s Warrant Share, which is equal to 125120% of the initial public offering price of the Initial Securitiesa Unit. The Representative’s Warrants, the Representative’s Warrant Agreement Shares and the shares of Common Stock issuable upon exercise thereof Representative’s Shares (defined below) are hereinafter referred to together collectively as the “Representative’s Securities.” The Representative understands Public Securities and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and Securities are hereinafter referred to collectively as the underlying shares of Common Stock during the one hundred and eighty (180) days after the Applicable Time and “Securities.” The Representative agrees by its acceptance thereof shall agree of the Representative’s Warrant, that it will not not: (a) sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementShares for a period of 180 days following the Effective Date to anyone other than: (i) an underwriter or a selected dealer participating in the Offering, or any portion thereof(ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative’s Warrants or Representative’s Warrant Shares to be the subject of any hedging, short sale, derivative, put or call transaction transaction, for a period of 180 days following the Effective Date, that would result in the effective economic disposition of such securities for a period of one hundred and eighty (180) days following the Applicable Time 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. Delivery of the Representative’s Warrants or Representative’s Warrant Agreement shall be made at the Closing TimeShares, and shall be issued except as provided for in the name or names and in such authorized denominations as the Representative may requestFINRA Rule 5110(e)(2).

Representatives Warrants. The Company hereby agrees to issue to the each Representative (and/or its designeesrespective designee(s)) (i) at on the First Closing Time Date and on each Option Closing Date, a warrant (collectively, the “Closing Time Representative’s Representatives’ Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the that number of shares of Common Stock equal to 8.0% of the Firm Shares issued on the First Closing Date or such Date of DeliveryOption Closing Date, as the case may be. The agreement(s) representing the Representative’s WarrantsRepresentatives’ Warrant agreements (collectively, in the form attached hereto as Exhibit C (the “Representative’s Representatives’ Warrant AgreementAgreements”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Applicable Time immediately and expiring on the five-year anniversary of the Applicable Time date of issuance, at an initial exercise price per share of Common Stock of $[ ● ]2.125, which is equal to 125% of the initial public offering price of the Initial SecuritiesFirm Shares. The Representative’s Representatives’ Warrant Agreement Agreements and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Representatives’ Securities.” The Representative understands Underwriters understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Representatives’ Warrant Agreement Agreements and the underlying shares of Common Stock during the one hundred and eighty (180) days after the Applicable Time First Closing Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Representatives’ Warrant AgreementAgreements, 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 Applicable Time First Closing Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Representatives’ Warrant Agreement Agreements shall be made at on the First Closing TimeDate and on each Option Closing Date, if applicable, and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. StockBlock (on behalf of itself and its Affiliates) acknowledges and agrees that other than as contemplated by this Agreement, the Company shall have no obligation to pay any additional fees or issue any additional warrants to purchase shares of Common Stock to StockBlock in respect of the offering of Securities contemplated hereby, including for the avoidance of doubt, any payments contemplated by that certain letter agreement between StockBlock and the Company dated as of February 29, 2024 (the “SB Engagement Letter”), except as otherwise specified in Paragraph A.4 of the SB Engagement Letter.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) at On the Closing Time a warrant Date (“Closing Time Representative’s Warrants”as defined herein) for the Firm Securities, the Company shall further issue and sell to the Representatives warrants (the "Representatives' Warrants") to purchase One Hundred Fifty Thousand (150,000) Shares and/or One Hundred Fifty Thousand (150,000) warrants similar, but not identical to, the Warrants (such Shares and the Shares issuable upon exercise of the Representatives' Underlying Warrants, the "Representatives' Underlying Shares" and such warrants, the "Representatives' Underlying Warrants") for an aggregate purchase price of [ ● ] shares $75.00 pursuant to a warrant agreement (the "Representatives' Warrant Agreement") between the Company and the Representatives in form satisfactory to the Representatives to be entered into on the Closing Date. The Representatives' Warrants shall be exercisable at any time during the four year period commencing one-year after the initial Closing Date (the "Term"), at a price per Representatives' Underlying Share equal to $9.90 (165% of Common Stock the public offering price of a Share) and at a price per Representatives' Underlying Warrant equal to $.165 (ii165% of the public offering price of a Warrant). The Representatives' Underlying Warrants shall be exercisable at a price per share equal to $12.375 (165% of the exercise price of a Warrant) on each Date and shall not be redeemable. For a period of Deliveryone (1) year after the effective date of the Registration Statement, the Representatives' Warrants (and the Representatives Securities, as hereinafter defined) may not be sold, assigned, transferred, pledged or hypothecated except to officers and partners of the Representatives or NASD members who are part of the selling group (and their officers or partners). Such transfers will only be made if they do not violate the registration provisions of the Securities Act. The Representatives' Warrants and the Representatives' Securities shall be transferable after one year from the effective date of the Registration Statement pursuant to available exemptions from registration (if not otherwise covered by an effective registration statement) under the Securities Act, provided, however, that the Representatives' Warrants may not be transferred to a direct competitor of the Company without the Company's prior written consent. Except as otherwise set forth in the Representatives' Warrant Agreement, you may designate that the Representatives' Warrants be issued in varying amounts directly to your officers or partners and not the Representatives, and to other NASD members who are part of the selling group, if any, a warrant (together with and their officers or partners. Such designation will be made by you only if you determine that such issuances would not violate the Closing Time Representative’s interpretation of the Board of Governors of the NASD relating to the review of corporate financing arrangements. The Representatives' Warrants, the “Representative’s Warrants”Representatives' Underlying Shares and the Representatives' Underlying Warrants (collectively sometimes referred to herein as the "Representatives' Securities") for the purchase of an aggregate of 3.0% of the number of shares of Common Stock issued on such Date of Delivery. The agreement(s) representing the Representative’s Warrants, shall be entitled to piggyback and demand registration rights as set forth in the form attached hereto as Exhibit C (the “Representative’s Representatives' Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Applicable Time and expiring on the five-year anniversary of the Applicable Time at an initial exercise price per share of Common Stock of $[ ● ], which is equal to 125% of the initial public offering price of the Initial Securities. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred and eighty (180) days after the Applicable Time 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 Applicable Time 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. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) (i) at on the Closing Time Date a warrant (“Closing Time Representative’s WarrantsWarrant”) for the to purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0up to 3% of the number of shares of Common Stock issued on such Date sold at the Closing, which shall not exceed 50,000 shares of DeliveryCommon Stock. The agreement(s) representing the Representative’s WarrantsWarrant agreement, in the form attached hereto as Exhibit C 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 Applicable Time Effective Date and expiring on the five-year anniversary of the Applicable Time 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 Initial Securities. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred and eighty (180) days after the Applicable Time 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 and eighty (180) days following the Applicable Time Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Warrant Agreement shall be made at on the Closing Time, Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) (i) at on the Closing Time a warrant (“Closing Time Representative’s Warrants”) Date for the purchase of an aggregate purchase price of [ ● ] shares of Common Stock and $100.00 one or more warrants (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0[ ] shares of Common Stock (which is equal to an aggregate of 5% of the number of shares of Common Stock issued on such Date of DeliveryClosing Securities sold in the Offering). The agreement(s) representing Representative’s Warrants shall be issuable pursuant to the Representative’s Warrants, Warrant Agreement in the form attached hereto as Exhibit C D (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six (6) months after the Applicable Time Closing and expiring on the five-year anniversary of the Applicable Time Closing at an initial exercise price per share of Common Stock of $[ ● ], which is equal to 125110% of the initial public offering price of the Initial Securitieseach Unit. 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 RepresentativeUnderwriter’s Warrant Agreement and the underlying shares of Common Stock during the one hundred and eighty (180) days after from the Applicable Time commencement of sales of the securities issued in connection with this offering 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 and eighty (180) days following from the Applicable Time commencement of sales of the securities issued in connection with this offering to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) at on the Closing Time Date a warrant (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the to purchase of up to an aggregate of 3.0120,000 Units (such Units issued and sold to the Representative are referred to herein as the “Representative’s Units”), representing 10% of the number of shares of Common Stock issued on such Date of DeliveryFirm Units (excluding the Option Securities). The agreement(s) representing the Representative’s Warrants, Warrant shall be governed by an agreement in substantially the form attached hereto as Exhibit C A (the “Representative’s Warrant Agreement”), and shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Applicable Time Effective Date and expiring on the five-year anniversary of the Applicable Time Effective Date at an initial exercise price per share of Common Stock Representative’s Unit of $[ ● ]5.40, which is equal to 125120% of the initial public offering price of the Initial SecuritiesFirm Units. The Representative’s Warrant, the Representative’s Warrant Agreement and the Representative’s Units issuable upon exercise thereof (including the shares of Common Stock issuable upon exercise thereof and the Warrants comprising the Representative’s Units) 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 and eighty (180) days after the Applicable Time 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 and eighty (180) days following the Applicable Time Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its permitted designees) (i) at the on a Closing Time a warrant (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if anyDate, a warrant or warrants (together with in the Closing Time Representative’s Warrantsform attached as Exhibit A hereto, the “Representative’s WarrantsWarrant”) for the to purchase of an aggregate of 3.0[*] Common Shares (“Warrant Shares”), determined by dividing (A) 7% of the number gross proceeds received by the Company for the sale of shares of Common Stock issued on such Date of Deliverythe Offered Securities divided by (B) the Per Share Price. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), shall Warrants will be exercisable, in whole or in part, commencing on exercisable for a date which is six (6) months after the Applicable Time and expiring term of five years beginning on the five-year anniversary date of the Applicable Time issuance at an initial exercise price per share of Common Stock of $[ ● ], which is equal to 125% of the initial public offering price Per Share Price of the Initial Offered Securities. The Representative’s Warrants are not exercisable or convertible for more than five years from the commencement of sales of the public offering. The Representative’s Warrant Agreement shall include a “cashless” exercise feature, and shall contain provisions for registration rights for the Representative’s Warrant and the shares of underlying Common Stock issuable upon exercise thereof are hereinafter referred to together Shares, as set forth in the “Representative’s Securities.” Warrant Agreement. 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 Warrant Shares during the one hundred and eighty (180) days after the Applicable Time effective date of the registration statement (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 enter into 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 Applicable Time 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 restrictionscircumstances listed under FINRA Rule 5110(e)(2). Delivery of the Representative’s Warrant Agreement shall be made at the on a Closing Time, Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) at on the Closing Time a warrant (“Date and each Option Closing Time Representative’s Warrants”) for Date, as applicable, one or more warrants, substantially in the form of Exhibit B attached hereto, to purchase of an aggregate number of [ ● ] shares Ordinary Shares equal to five percent (5%) of Common Stock the Firm Shares and (ii) on each Date of DeliveryAdditional Shares, if any, a warrant sold by the Company (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the number of shares of Common Stock issued on such Date of Delivery). The agreement(s) representing the Representative’s WarrantsWarrants shall be issued to the Representative at a nominal price of $0.01, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), and shall be exercisable, in whole or in part, commencing on a the date which is six one hundred eighty (6180) months days after the Applicable Time commencement of sales of the Offered Securities and expiring on the fivethird-year anniversary of the Applicable Time such date at an initial exercise price per share of Common Stock of $[ ● ][•] per share, which is equal to 125% one hundred and thirty percent (130%) of the initial public offering price of the Initial Securitiesa Firm Share. 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 Warrants and the underlying shares of Common Stock Representative’s Warrants Shares during the one hundred and eighty (180) days after from the Applicable Time commencement of sales of the Offered Securities and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, 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 Offered Securities for a period of one hundred and eighty (180) days following from the Applicable Time commencement of sales of such Offered Securities 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. Delivery of the Representative’s Warrant Agreement Warrants shall be made at on the Closing TimeDate and each Option Closing Date, as applicable, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The As additional compensation for its services, the Company hereby agrees to issue to the Representative (and/or its designees) Representative, individually and not as representative of the Underwriters, (i) at on the First Closing Time a warrant (“Closing Time Representative’s Warrants”) for the Date warrants to purchase that number of an aggregate of [ ● ] shares of Common Stock equal to 3% of the aggregate number of Firm Shares purchased by the Underwriters pursuant to Section 3(a) (the “Firm Warrants”); and (ii) on each Second Closing Date warrants to purchase that number of Deliveryshares of Common Stock equal to 3% of the aggregate number of Option Shares purchased by the Underwriters pursuant to Section 3(b) on such Second Closing Date (the “Option Warrants” and, if any, a warrant (together with the Closing Time Representative’s Firm Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the number of shares of Common Stock issued on such Date of Delivery). The agreement(s) representing the Representative’s Warrants, which shall be substantially in the form attached hereto as of Exhibit C (the “Representative’s Warrant Agreement”)A hereto, 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 Applicable Time and expiring on during the five-year anniversary of period commencing six months from the Applicable Time date hereof (the “Initial Exercise Date”) at an initial exercise a price per share of Common Stock of $[ ● ], which is equal to 125% of the initial public offering price of the Initial Securitiesper share as set forth in Schedule IV hereof. The Representative’s Warrant Agreement and Warrants shall expire on the shares five-year anniversary 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 Initial Exercise Date. Pursuant to FINRA Rule 5110 against transferring 5110(g), the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred and eighty Representative (180or permitted assignees under FINRA Rule 5110(g)) days after the Applicable Time and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrants or the shares of Common Stock underlying the Representative’s Warrants, or any portion thereof, or be the subject of nor will it engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities the Representative’s Warrants or the shares of Common Stock underlying the Representative’s Warrants for a period of one hundred and eighty (180) 180 days following the Applicable Time 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 date hereof. The Company shall grant to the foregoing lock-up restrictions. Delivery Representative, in respect of the Representative’s Warrant Agreement shall be made at the Closing TimeWarrants, certain registration rights (including a one-time demand registration right and shall be issued piggyback registration rights) pursuant to a registration rights agreement substantially in the name or names and in such authorized denominations as the Representative may requestform of Exhibit B hereto.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its permitted designees) (i) at the on a Closing Time a warrant (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if anyDate, a warrant or warrants (together with in the Closing Time Representative’s Warrantsform attached as Exhibit A hereto, the “Representative’s WarrantsWarrant”) for the to purchase of an aggregate of 3.0233,333 Common Shares (“Warrant Shares”), determined by dividing (A) 7% of the number gross proceeds received by the Company for the sale of shares of Common Stock issued on such Date of Deliverythe Offered Securities divided by (B) the Per Share Price. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), shall Warrants will be exercisable, in whole or in part, commencing on exercisable for a date which is six (6) months after the Applicable Time and expiring term of five years beginning on the five-year anniversary date of the Applicable Time issuance at an initial exercise price per share of Common Stock of $[ ● ], which is equal to 125% of the initial public offering price Per Share Price of the Initial Offered Securities. The Representative’s Warrants are not exercisable or convertible for more than five years from the commencement of sales of the public offering. The Representative’s Warrant Agreement shall include a “cashless” exercise feature, and shall contain provisions for registration rights for the Representative’s Warrant and the shares of underlying Common Stock issuable upon exercise thereof are hereinafter referred to together Shares, as set forth in the “Representative’s Securities.” Warrant Agreement. 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 Warrant Shares during the one hundred and eighty (180) days after the Applicable Time effective date of the registration statement (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 enter into 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 Applicable Time 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 restrictionscircumstances listed under FINRA Rule 5110(e)(2). Delivery of the Representative’s Warrant Agreement shall be made at the on a Closing Time, Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) at on the Closing Time Date or Option Closing Date, as applicable, warrants, substantially in the form of warrant attached hereto as Exhibit D, to purchase a warrant number of Ordinary Shares equal to five percent (“Closing Time Representative’s Warrants”5%) for of the purchase of an aggregate of [ ● ] shares of Common Stock and Offered Securities (iiexcluding the Additional Shares) on each Date of Delivery, if any, a warrant sold by the Company (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the number of shares of Common Stock issued on such Date of Delivery). The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), Warrants shall be exercisable, in whole or in part, commencing at any time and from time to time beginning on a the date which is six (6) months after of the Applicable Time commencement of the sales of the Firm Shares and expiring on the five-fifth year anniversary of the Applicable Time commencement of sales of the Firm Shares at an initial exercise price per share of Common Stock of $[ ● ][●] per Ordinary Share, which is equal to one hundred twenty-five percent (125% %) of the initial public offering price of the Initial Securitiesper Firm Share. The Representative’s Warrant Agreement and Warrants shall be exercisable on a cash basis; provided that if a registration statement registering the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as Ordinary Shares underlying the “Representative’s Securities.” Warrants under the Securities Act is not effective, the Representative’s Warrants may be exercised on a cashless basis. 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 Underlying Shares during the one hundred and eighty (180) days after the Applicable Time 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 and eighty (180) days following the Applicable Time Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of During such time as the Representative’s Warrant Agreement Warrants are outstanding, the Company shall be made at not agree to merge, reorganize or take any action which would terminate the Closing Time, and shall be issued in Representative’s Warrants without first making adequate provisions for the name or names and in such authorized denominations as the Representative may requestRepresentative’s Warrants.

Representatives Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) (i) at on the Closing Time a warrant (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock Date, and (ii) on each Date of DeliveryOption Closing Date, if any, a warrant or warrants (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the to purchase of an aggregate of 3.0% of the number of [●] shares of Common Stock (or [●] shares of Common Stock if the Underwriters exercise the Over-allotment Option in full) equal to 5.0% of aggregate number of Firm Shares and Option Shares issued on such Closing Date of Delivery. The agreement(s) representing and Option Closing Date, as applicable, sold in the Representative’s Warrants, Offering pursuant to a warrant agreement substantially in the form attached set forth in Exhibit A hereto as Exhibit C (the “Representative’s Warrant Agreement”), . Each Representative’s Warrant entitles the holder thereof to purchase shares of Common Stock at the exercise price thereof. The Representative’s Warrant shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Applicable Time Effective Date and expiring on the five-year anniversary of the Applicable Time Effective Date at an initial exercise price per share of Common Stock of $[ ● ][●] per share, which is equal to 125105% of the initial public offering price of the Initial SecuritiesFirm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof of the Representative’s Warrant (the “Representative’s Shares” and, together with the Public Shares, the “Shares”) are hereinafter referred to together as the “Representative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring on the transfer of the Representative’s Warrant Agreement and the underlying shares of Common Stock issuable upon exercise of the Representative Warrant during the one hundred and eighty (180) days after day period commencing on the Applicable Time 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 and eighty (180) days following the Applicable Time Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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 restrictionsrestrictions and those in the Representative’s Warrant Agreement. Delivery of the Representative’s Warrant Agreement shall be made at on the Closing Time, Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) at on the Closing Time Date or the Option Closing Date, as applicable, a warrant (the “Closing Time Representative’s WarrantsWarrant”) for the purchase of an aggregate of [ ● [●]3 Ordinary Shares (or [●] shares of Common Stock and (iiOrdinary Shares if the Underwriters exercise the Over-allotment Option in full) on each Date of Delivery, if any, pursuant to a warrant (together with the Closing Time Representative’s Warrantsagreement, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the number of shares of Common Stock issued on such Date of Delivery. The agreement(s) representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit C A (the “Representative’s Warrant Agreement”), . Each Representative’s Warrant shall be exercisable, in whole or in part, during the four and a half-year period commencing on a date which is six (6) months after from the Applicable Time and expiring on the five-year anniversary date of commencement of sales of the Applicable Time Offering at an initial exercise price per share of Common Stock of $[ ● [●]4 per share, which is equal to 125% one hundred and twenty percent (120%) of the initial public offering price of the Initial SecuritiesFirm Shares. The Representative’s Warrant Agreement Warrants and the shares of Common Stock Ordinary Shares issuable upon exercise thereof of the Representative’s Warrants 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 Ordinary Shares during the one hundred and eighty (180) days after day period from the Applicable Time 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 and eighty (180) days following from the Applicable Time date of commencement of sales of the Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The As additional compensation for its services hereunder, the Company hereby agrees to issue to the Representative (and/or its designees) (i) at the Closing Time a warrant or warrants (“Closing Time Representative’s WarrantsWarrant(s)”) for the purchase of an aggregate of [ ● ] 35,000 shares of Common Stock and (ii) on each Date representing 5% of Delivery, if any, a warrant (together with the Closing Time Shares. A Representative’s Warrants, the “Representative’s Warrants”) Warrant for the purchase of an aggregate of 3.0% of the number of shares of Common Stock representing 5% of the Closing Shares shall be issued to the Representative (and/or its designees) on the Closing Date and shall be issued in the name or names and in such Date of Deliveryauthorized denominations as the Representative may request. The agreement(s) representing the Representative’s WarrantsWarrant, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”)A , shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Applicable Time Effective Date and expiring on the five-year anniversary of the Applicable Time Effective Date at an initial exercise price per share of Common Stock of $[ ● ]11.25, which is equal to 125% of the initial public offering price of in the Initial SecuritiesOffering. 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 securities during the one hundred and eighty (180) days after the Applicable Time 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 and eighty (180) days following the Applicable Time Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Representatives Warrants. The Company hereby agrees to issue to the Representative Representatives (and/or its their permitted designees) (i) at on the Closing Time a warrant Date [____________] (____________) warrants (the “Closing Time Representative’s Representatives’ Warrants”) ), for the purchase of an aggregate of [ ● [____________] shares of Common Stock and (ii“Representatives’ Shares”), which amount is equal to seven percent (7%) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, total number of Shares actually sold in the “Representative’s Warrants”) for offering contemplated hereby. Such warrants shall be issued to the purchase of an aggregate of 3.0% of Representatives in proportion to the number of shares set forth next to the name of Common Stock issued each Representative on such Date of DeliverySchedule I hereto. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), Representatives’ Warrants shall be exercisable, in whole or in partpart at any time, and from time to time, during the period commencing on a the date which that is three hundred and sixty six (6) months after days following the Applicable Time Closing Date and expiring ending on the five-date immediately preceding the fifth (5th) year anniversary of the Applicable Time Closing Date, at an initial exercise price per share of Common Stock Representatives’ Share of $[ ● [____________], which is equal to one hundred twenty five percent (125% %) of the initial public offering price of the Initial Securitiesper share. The Representative’s Warrant Agreement Representatives understand 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 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 Representatives’ Warrants during the one hundred and eighty first twelve (18012) days months after the Applicable Time and by its acceptance thereof shall agree that it will not sellClosing Date, 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 as set forth in the effective economic disposition of such securities for a period of one hundred and eighty (180) days following the Applicable Time to anyone other than (i) an Underwriter or a selected dealer in connection with the offering, or (ii) a bona fide officer or partner Representatives’ Warrants. Each of the Representative or of any such Underwriter or selected dealer; Representatives, severally but not jointly, represent and only if any such transferee agrees warrant to the foregoing lock-up restrictions. Delivery Company that the representations and warranties contained in Schedule 2(c) attached hereto are true, correct, and complete as of the Representative’s Warrant Agreement shall be made at the Closing Time, date hereof with respect to itself and shall be issued true, correct and complete as of the Closing Date with respect to itself, and that the Company is relying on such representations and warranties in determining whether the issuance of the Representatives’ Warrants to each of the Representatives is suitable for such Representative. The Company shall deliver to the Representatives, on the Closing Date, certificates for the Representatives’ Warrants in the name or names and in such authorized denominations as the each Representative may request.

Representatives Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) (i) at on the Closing Time Date a warrant (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the to purchase of up to an aggregate of 3.0120,000 Units (such Units issued and sold to the Representative are referred to herein as the “Representative’s Units”), representing 10% of the number Firm Units (excluding the Option Units), for an aggregate purchase price of shares [$____], as adjusted in accordance with the terms of Common Stock issued on such Date of Delivery. The agreement(s) representing the Representative’s Warrants, Warrant Agreement (as defined below). The Representative’s Warrant shall be governed by an agreement in substantially the form attached hereto as Exhibit C A (the “Representative’s Warrant Agreement”), and shall be exercisable, in whole or in part, commencing on a date which is six one (61) months year after the Applicable Time Effective Date and expiring on the five-year anniversary of the Applicable Time Effective Date at an initial exercise price per share of Common Stock Representative’s Unit of $[ ● [●], which is equal to 125120% of the initial public offering price of the Initial SecuritiesFirm Units. The Representative’s Warrant, the Representative’s Warrant Agreement and the Representative’s Units issuable upon exercise thereof (including the shares of Common Stock issuable upon exercise thereof and the Warrants comprising the Representative’s Units) 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 and eighty (180) days after the Applicable Time 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 and eighty (180) days following the Applicable Time Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offeringOffering, 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. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may request.