Common use of Underwriter’s Warrant Clause in Contracts

Underwriter’s Warrant. As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of this offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to three percent (3.0%) of the aggregate number of Ordinary Shares sold in this offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Firm Shares in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the Public Offering Price per Ordinary Share at the offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities” (collectively, together with the Shares, the “Securities”). The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the public offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate the Underwriter’s Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the offering, or (B) a bona fide officer or partner of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrant. As additional compensation for the Underwriter’s services, the The Company shall hereby agrees to issue and sell to the Underwriter or (and/or its designees at permitted designees) on each Closing Date a warrant to purchase an amount of Shares (“Underwriter’s Warrant”), equal to an aggregate of ten percent (10%) of the closing of this offering warrants Shares underlying the Units (the “Underwriter’s WarrantWarrant Shares”) to purchase that number of Ordinary Shares equal to three percent (3.0%) of the aggregate number of Ordinary Shares sold in this offeringthe Offering, for an aggregate purchase price of $10.00 at the Initial Closing Date. The Underwriter’s Warrant will Warrant, in substantially the form attached hereto as Exhibit A, shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on a date which is 180 days after the period commencing six months from the Qualification Date (as defined below) or commencement of sales of the Firm Shares Units in the public offering Offering and ending four years and six months thereafter, expiring on the fifth-year anniversary of the Qualification Date (as defined below) at a an initial exercise price per share of $7.50, which is equal to 125.0125% of the Public Offering Price per Ordinary Share at of the offeringUnits; provided that such exercise period shall not exceed five (5) years from the Qualification Date of the Offering Statement pursuant to FINRA Rule 5110(f)(2)(G)(i). The Underwriter’s Warrant Warrants and the Ordinary Underwriter’s Warrant Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively together as the “Underwriter’s Securities” (collectively, together with the Shares, the “Securities”). The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA the Financial Industry Regulatory Authority’s (“FINRA”) Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares Securities during the one hundred eighty (180-day period ) days after the Qualification Date or commencement date of sales of Units in the public offering Offering and by its acceptance thereof shall agree thereof, the Underwriter agrees that it and its respective designees, if any, will not, not sell, transfer, assign, pledge or hypothecate the Underwriter’s Securities, or any portion thereof, or be the subject of and that it will not engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities the Underwriter’s Securities for a period of 180 one hundred eighty (180) days following the Qualification Date of commencement date of sales of Units in the public offering Offering to anyone other than (Ai) the Underwriter or a selected dealer in connection with the offeringOffering, or (Bii) a bona fide officer or partner of the Underwriter; Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed an Underwriter’s Warrant shall be made on the each Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrant. As additional compensation for the Underwriter’s services, the The Company shall hereby agrees to issue to the Underwriter or (and/or its designees at designees) on the closing Closing Date warrants to purchase such number of this offering warrants shares of Common Stock equal to an aggregate of six and half percent of the quotient of the number of Offered Shares sold in the Offering divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s WarrantWarrant Agreement”) to purchase that number of Ordinary Shares equal to three percent (3.0%) of the aggregate number of Ordinary Shares sold in this offering. The Underwriter’s Warrant will ), shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the period commencing six months from Closing Date and expiring on the commencement of sales five-year anniversary of the Firm Shares in effective date of the public offering and ending four years and six months thereafter, Registration Statement (the date the Commission (as hereinafter defined) declares the Registration Statement being hereinafter referred to as the “Effective Date”) at a an initial exercise price per share of $5.00, which is equal to 125.0100% of the Public Offering Purchase Price per Ordinary Share at the offeringOffered Share. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for “piggyback” registration rights until expiration or until the Ordinary Shares issuable upon exercise thereof shares underlying the warrants are sometimes hereinafter referred eligible for resale pursuant to collectively as an exemption from registration; provided, however that no such “piggyback” registration rights shall be exercisable after the “Underwriter’s Securities” (collectively, together with last day of the Shares, seventh year following the “Securities”)Effective Date. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying Ordinary Shares shares of Common Stock during the 180-day period 180 days after the commencement of sales of the public offering Effective Date 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 Underwriter’s SecuritiesWarrant Agreement, or any portion thereof, or have the Underwriter’s Warrant 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 180 days following the commencement of sales of the public offering Effective Date to anyone other than (A) the Underwriter or a selected dealer acceptable persons set forth in connection with the offeringFINRA Rule 5110(g)(2)(A), or (B) a bona fide officer or partner of the Underwriter; and only if any provided such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrant. As additional compensation for the Underwriter’s services, the The Company shall hereby agrees to issue and sell to the Underwriter or (and/or its designees at permitted designees) on each Closing Date a warrant to purchase an amount of Shares (“Underwriter’s Warrant”), equal to an aggregate of ten percent (10)% of the closing of this offering warrants Shares underlying the Units (the “Underwriter’s WarrantWarrant Shares”) to purchase that number of Ordinary Shares equal to three percent (3.0%) of the aggregate number of Ordinary Shares sold in this offeringthe Offering, for an aggregate purchase price of $10.00 at the Initial Closing Date. The Underwriter’s Warrant will Warrant, in substantially the form attached hereto as Exhibit A, shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on a date which is 180 days after the period commencing six months from the Qualification Date (as defined below) or commencement of sales of the Firm Shares Units in the public offering Offering and ending four years and six months thereafterexpiring on the fifth-year anniversary of the Qualification Date (as defined below) or commencement date of sales of Units in the Offering, at a an initial exercise price per share of $7.50, which is equal to 125.0125% of the Public Offering Price per Ordinary Share at of the offeringUnits. The Underwriter’s Warrant Warrants and the Ordinary Underwriter’s Warrant Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively together as the “Underwriter’s Securities” (collectively, together with the Shares, the “Securities”). The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA the Financial Industry Regulatory Authority’s (“FINRA”) Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares Securities during the one hundred eighty (180-day period ) days after the Qualification Date or commencement date of sales of Units in the public offering Offering and by its acceptance thereof shall agree thereof, the Underwriter agrees that it and its respective designees, if any, will not, not sell, transfer, assign, pledge or hypothecate the Underwriter’s Securities, or any portion thereof, or be the subject of and that it will not engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities the Underwriter’s Securities for a period of 180 one hundred eighty (180) days following the Qualification Date of commencement date of sales of Units in the public offering Offering to anyone other than (Ai) the Underwriter or a selected dealer in connection with the offeringOffering, or (Bii) a bona fide officer or partner of the Underwriter; Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed an Underwriter’s Warrant shall be made on the each Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrant. As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of this offering the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to three percent (3.0%) 5.0% of the aggregate number of Ordinary Shares included in the Closing Units sold in this offeringthe Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Firm Shares Closing Units in the public offering Offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the Public Offering Price offering price per Ordinary Share at Closing Unit in the offeringOffering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” (collectively, together with the Shares, the “Securities”). The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the public offering Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate the their respective Underwriter’s Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the an Underwriter or a selected dealer in connection with the offeringOffering, or (B) a bona fide officer or partner of the UnderwriterUnderwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrant. As additional compensation for the Underwriter’s services, the The Company shall hereby agrees to issue to the Underwriter or (and/or its designees at designees) on the closing of this offering Closing Date warrants (the “Underwriter’s Warrant”) to purchase that such number of Ordinary Shares equal to three an aggregate of seven percent (3.07%) of the aggregate number of Ordinary Shares sold in this offeringthe Offering, divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant will agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), shall be exercisable at any time and from time to timeexercisable, in whole or in part, during on the period commencing six months effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary from the commencement of sales of the Firm Shares in the public offering and ending four years and six months thereafter, issuance date at a an initial exercise price per ordinary share of $5.00, which is equal to 125.0100% of the Public Offering Purchase Price per Ordinary Share at of the offeringOffered Shares. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for “piggyback” registration rights until expiration or until the Ordinary Shares issuable upon exercise thereof shares underlying the warrants are sometimes hereinafter referred eligible for resale pursuant to collectively as the “Underwriter’s Securities” (collectively, together with the Shares, the “Securities”)an exemption from registration. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying Ordinary Shares during the one hundred eighty (180-day period ) days after the commencement of sales of the public offering Effective Date 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 Underwriter’s SecuritiesWarrant 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 180 one hundred eighty (180) days following the commencement of sales of the public offering Effective Date to anyone other than (Ai) the Underwriter an underwriter or a selected dealer in connection with the offeringOffering, or (Bii) a bona fide officer or partner of the UnderwriterUnderwriter 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 Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrant. As additional compensation for The Underwriting Agreement shall also provide that, at the Underwriter’s servicesIPO Closing, the Company shall issue grant to the Underwriter Newbridge (or its designees at the closing of this offering designated affiliates) share purchase warrants (the “Underwriter’s WarrantWarrants”) to purchase that covering a number of Ordinary Shares shares of Common Stock equal to three percent (3.0%) 10.0% of the aggregate total number of Ordinary Shares being sold in this offeringthe IPO (not including the Over-allotment Shares). The Underwriter’s Warrant Warrants will not be exercisable for six (6) months after the date of the IPO Closing and will expire five years after the IPO Closing. The Underwriter’s Warrants will be exercisable at any time and from time a price equal to time110.0% of the public offering price in connection with the IPO. The Underwriter’s Warrants shall not be redeemable. The Underwriter’s Warrants may not be transferred, assigned or hypothecated for a period of six (6) months following the IPO Closing, except that they may be assigned, in whole or in part, during the period commencing six months from the commencement to any successor, officer, manager or member of sales Newbridge (or to officers, managers or members of the Firm Shares in the public offering any such successor or member), and ending four years and six months thereafterto members of this underwriting syndicate or selling group, at a price per share equal subject to 125.0% of the Public Offering Price per Ordinary Share at the offeringcompliance with applicable securities laws. The Underwriter’s Warrant Warrants may be exercised in full or as a lesser number of shares of Common Stock, will provide for cashless exercise, and will contain provisions for one demand registration of the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities” (collectively, together with the Shares, the “Securities”). The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and sale of the underlying Ordinary Shares during the 180-day period after the commencement shares of sales of the public offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate the Underwriter’s Securities, 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 Common Stock for a period of 180 days following five years after the commencement IPO Closing at the Company’s expense, an additional demand registration at the warrant holders’ expense, and “piggyback” registration rights for a period of sales of five years after the public offering IPO Closing at the Company’s expense, subject to anyone other than (A) the Underwriter or a selected dealer in connection with the offering, or (B) a bona fide officer or partner of the Underwriter; customary undertakings and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may requestconditions.

Underwriter’s Warrant. As additional compensation for the Underwriter’s services, the The Company shall hereby agrees to issue to the Underwriter or (and/or its designees at designees) on the closing of this offering warrants Closing Date a warrant (the “Underwriter’s Warrant”) to for the purchase that of a number of Ordinary Shares equal to three ten percent (3.010%) of the aggregate number of Ordinary Shares sold in this the offering. The Underwriter’s Warrant will in the form attached hereto as Exhibit A shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the a period commencing on a date that is six months from after the commencement of sales Closing Date and expiring on the five-year anniversary of the Firm Shares in the public offering and ending four years and six months thereafter, Effectiveness Date at a an initial exercise price per share Ordinary Share of $5, which is equal to 125.0125% of the Public Offering Price per of the Ordinary Share at the offeringShares. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” (collectively, together with the Shares, the “Securities”). The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during 180 days following the 180-day period after the date of effectiveness or commencement of sales of the public offering and by its acceptance thereof shall agree that it and its respective designees, if any, will notnot exercise, sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrant, 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 beginning on the date of effectiveness of the Registration Statement (the “Effective Date”) until 180 days following after the commencement of sales of the public offering Closing Date to anyone other than (Ai) the an Underwriter or a selected dealer in connection with the offeringOffering, or (Bii) a bona fide officer or partner of the UnderwriterUnderwriter 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 Underwriter’s Warrant shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrant. As additional compensation The Company hereby agrees to issue and sell to the Underwriters (and/or their designees) on the Closing Date a warrant ("Underwriters’ Warrant") for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing purchase of this offering warrants (the “Underwriter’s Warrant”) to purchase that number an aggregate of Ordinary [________] Shares equal to three percent (3.0%) [6.8% of the Firm Shares] for an aggregate number purchase price of Ordinary Shares sold in this offering$[__________]. The Underwriter’s Warrant will Underwriters’ Warrant, in the form attached hereto as Exhibit A shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the period commencing six months on a date which is one year from the commencement Applicable Time and expiring on the five-year anniversary of sales the Applicable Time at an initial exercise price per Share of $[__________], which is equal to 125% of the initial public offering price of the Firm Shares in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the Public Offering Price per Ordinary Share at the offeringShares. The Underwriter’s Underwriters’ Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Underwriters’ Securities.” (collectively, together with the Shares, the “Securities”). The Underwriter understands Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrant and the underlying Ordinary Shares during the 180-day period first year after the commencement of sales of the public offering Effective Date and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesUnderwriters’ Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days one year following the commencement of sales of the public offering Effective Date to anyone other than (Ai) the an Underwriter or a selected dealer in connection with the offeringOffering, or (Bii) a bona fide officer or partner of the UnderwriterRepresentatives 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 Underwriter’s Warrant shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrant. As additional compensation for the Underwriter’s services, the The Company shall hereby agrees to issue to the Underwriter or Representative (and/or its designees at designees) on the closing applicable Closing Date, Warrants, substantially in the form of this offering warrants Exhibit A attached hereto, to purchase such number of Shares equal to ten percent (10%) of the Offered Securities sold by the Company (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to three percent (3.0%) of the aggregate number of Ordinary Shares sold in this offering). The Underwriter’s Warrant will shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing anytime from the date of issuance and expiring on the fifth-year anniversary of the commencement of sale of the Offering at an initial exercise price equal to one hundred fifty percent (150%) of the initial public offering price of a Firm Share. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The registered holder of Underwriter’s Warrant agrees by his, her or its acceptance hereof, that such underwriter will not, for a period commencing six months through and including one hundred eighty (180) days from the commencement of sales of the Firm Shares in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the Public Offering Price per Ordinary Share at the offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities” (collectively, together with the Shares, the “Securities”). The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the public offering and by its acceptance thereof shall agree that it and its respective designees, if any, will notthis Offering, sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrant , or any portion thereof, cause the Underwriter’s Warrant or the securities issuable thereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such the Underwriter’s Warrant or the securities for a period of 180 days following the commencement of sales of the public offering to anyone other than thereunder in accordance with FINRA Conduct Rule 5110(e)(1). The foregoing restriction does not prohibit (Ai) the Underwriter or a selected dealer in connection with the offering, or (B) a bona fide officer or partner transfer of the Underwriter; ’s Warrant or the securities thereunder to any underwriter or selected dealer participating in the Offering and only its officers or partners, its registered persons or affiliates, if any such transferee agrees all transferred securities remain subject to the foregoing lock-up restrictions. Delivery restriction for the remainder of the executed 180-day lock-up period, (ii) exercise or conversion of the Underwriter’s Warrant, if all securities received remain subject to the lock-up restriction for the remainder of the 180-day lock-up period, and (iii) transfer or sale of the Underwriter’s Warrant shall be made on or securities thereunder back to the Closing Date Company in a transaction exempt from registration with the Commission, as provided for in FINRA Rule 5110(e)(2). The Firm Shares and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations Securities are hereinafter referred to collectively as the Underwriter may request“Securities.”

Underwriter’s Warrant. As additional compensation for the Underwriter’s services, the The Company shall hereby agrees to issue and sell to the Underwriter or (and/or its designees at permitted designees) on each Closing Date a warrant to purchase an amount of Shares (“Underwriter’s Warrant”), equal to an aggregate of ____ percent (_____)% of the closing of this offering warrants Shares (the “Underwriter’s WarrantWarrant Shares”) to purchase that number of Ordinary Shares equal to three percent (3.0%) of the aggregate number of Ordinary Shares sold in this offeringthe Offering, for an aggregate purchase price of $10.00 at the Initial Closing Date. The Underwriter’s Warrant will Warrant, in substantially the form attached hereto as Exhibit A, shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on a date which is 180 days the period commencing six months from date that it is issued (the commencement of sales “Issuance Date”) and expiring on the fifth-year anniversary of the Firm Shares in the public offering and ending four years and six months thereafter, Issuance Date at a an initial exercise price per share of $7.50, which is equal to 125.0125% of the Public Offering Price per Ordinary Share at of the offeringUnits. The Underwriter’s Warrant Warrants and the Ordinary Underwriter’s Warrant Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively together as the “Underwriter’s Securities” (collectively, together with the Shares, the “Securities”). The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA the Financial Industry Regulatory Authority’s (“FINRA”) Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares Securities during the one hundred eighty (180-day period ) days after the commencement of sales of the public offering Issuance Date and by its acceptance thereof shall agree thereof, the Underwriter agrees that it and its respective designees, if any, will not, not sell, transfer, assign, pledge or hypothecate the Underwriter’s Securities, or any portion thereof, or be the subject of and that it will not engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities the Underwriter’s Securities for a period of 180 one hundred eighty (180) days following the commencement of sales of the public offering Issuance Date to anyone other than (Ai) the Underwriter or a selected dealer in connection with the offeringOffering, or (Bii) a bona fide officer or partner of the Underwriter; Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed an Underwriter’s Warrant shall be made on the each Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrant. As additional compensation for the Underwriter’s services, the The Company shall hereby agrees to issue to the Underwriter or (and/or its designees at designees) on the closing of this offering warrants Closing Date a warrant (the “Underwriter’s Warrant”) to for the purchase that of a number of Ordinary Shares ADSs equal to three percent (3.0%) 5% of the aggregate number of Ordinary Shares ADSs sold in this the offering. The Underwriter’s Warrant will in the form attached hereto as Exhibit A shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the a period commencing on a date that is six months from after the commencement of sales effective date of the Firm Shares in offering and expiring on the three-year anniversary of the effective date of the offering (the “Effective Date”) at an initial exercise price per ADS of $ , which is equal to 165% of the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the Public Offering Price per Ordinary Share at the offeringADSs. The Underwriter’s Warrant and the Ordinary Shares ADSs issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” (collectively, together with the Shares, the “Securities”). The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares ADSs during the 180-day period first year after the commencement of sales of the public offering Effective Date and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesWarrant, 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 180 days six months following the commencement of sales of the public offering Closing Date to anyone other than (Ai) the an Underwriter or a selected dealer in connection with the offeringOffering, or (Bii) a bona fide officer or partner of the UnderwriterUnderwriter 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 Underwriter’s Warrant shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrant. As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of this offering the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to three percent (3.0%) 5.0% of the aggregate number of Ordinary Shares included in the Firm Shares sold in this offeringthe Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Firm Shares in the public offering Offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the Public Offering Price offering price per Ordinary Share at Firm Shares in the offeringOffering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” (collectively, together with the Shares, the “Securities”). The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the public offering Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate the their respective Underwriter’s Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the an Underwriter or a selected dealer in connection with the offeringOffering, or (B) a bona fide officer or partner of the UnderwriterUnderwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrant. As additional compensation for In consideration of the agreement of the Underwriter to act as Underwriter, and upon payment of a purchase price of $100.00, on the First Closing Date the Company will issue and deliver to the Underwriter’s services, for its account, the Company shall issue to the Underwriter or its designees at the closing of this offering warrants (the “Underwriter’s Warrant”) 's Warrant to purchase that number of Ordinary Shares equal in an amount up to three ten percent (3.010%) of the aggregate number of Ordinary Shares sold in this offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Firm Shares purchased by the Underwriter in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the Public Offering Price per Ordinary Share at the offering. The Underwriter’s 's Warrant shall be issued on the First Closing Date and shall be dated as of the Ordinary Effective Date. The Underwriter's Warrant shall be exercisable commencing one year after the Effective Date and for a period of five years after the Effective Date at a price equal to 120% of the public offering price set forth on the cover page of the Prospectus. As to other terms, the Underwriter's Warrant shall be in form and substance substantially the same as APPENDIX B hereto. The Company represents and warrants that the Underwriter's Warrant has been duly authorized and, when granted and delivered in accordance with the terms hereof, will be a valid, binding and enforceable obligation of the Company, except insofar as indemnification and contribution provisions may be limited by applicable law or the public policies underlying such law and except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting creditors' rights generally or by general equitable principles; the Warrant Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities” (collectively, together with the Shares, the “Securities”). The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the public offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate the Underwriter’s Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the offering, or (B) a bona fide officer or partner of the Underwriter's Warrant have been duly authorized and reserved for issuance upon exercise; and only if any such transferee agrees to upon receipt by the foregoing lock-up restrictions. Delivery Company of the executed Underwriter’s Warrant shall be made on consideration for such securities in accordance with the Closing Date and terms of the Underwriter’s 's Warrant, the Warrant Shares shall be issued in the name or names have been duly and in such authorized denominations as the Underwriter may requestvalidly issued, fully paid and non-assessable.

Underwriter’s Warrant. As additional compensation The Company hereby agrees to issue and sell to the Underwriters (and/or their designees) on the Closing Date a warrant ("Underwriters’ Warrant") for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing purchase of this offering warrants (the “Underwriter’s Warrant”) to purchase that number an aggregate of Ordinary [________] Shares equal to three percent (3.0%) [10% of the Firm Shares] for an aggregate number purchase price of Ordinary Shares sold in this offering$[__________]. The Underwriter’s Warrant will Underwriters’ Warrant, in the form attached hereto as Exhibit A shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the period commencing six months on a date which is one year from the commencement Applicable Time and expiring on the five-year anniversary of sales the Applicable Time at an initial exercise price per Share of $[__________], which is equal to 165% of the initial public offering price of the Firm Shares in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the Public Offering Price per Ordinary Share at the offeringShares. The Underwriter’s Underwriters’ Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Underwriters’ Securities.” (collectively, together with the Shares, the “Securities”). The Underwriter understands Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrant and the underlying Ordinary Shares during the 180-day period first year after the commencement of sales of the public offering Effective Date and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesUnderwriters’ Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days one year following the commencement of sales of the public offering Effective Date to anyone other than (Ai) the an Underwriter or a selected dealer in connection with the offeringOffering, or (Bii) a bona fide officer or partner of the UnderwriterRepresentatives 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 Underwriter’s Warrant shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrant. As additional compensation for the Underwriter’s services, the The Company shall hereby agrees to issue to the Underwriter or Underwriters (and/or its designees at designees) on the closing Closing Date a warrant ("Underwriters’ Warrant") for the purchase of this offering warrants (the “Underwriter’s Warrant”) to purchase that number an aggregate of Ordinary [________] Shares equal to three percent (3.0%) [10% of the Firm Shares] for an aggregate number purchase price of Ordinary Shares sold in this offering$[__________]. The Underwriter’s Underwriters’ Warrant will Agreement in the form attached hereto as Exhibit A shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the period commencing six months on a date which is one year from the commencement Applicable Time and expiring on the five-year anniversary of sales the Applicable Time at an initial exercise price per Share of $[__________], which is equal to 120% of the initial public offering price of the Firm Shares in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the Public Offering Price per Ordinary Share at the offeringShares. The Underwriter’s Warrant Underwriters’ Warrants and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s SecuritiesUnderwriters’Securities.” (collectively, together with the Shares, the “Securities”). The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Underwriters’ Warrants and the underlying Ordinary Shares during the 180-day period first year after the commencement of sales of the public offering Effective Date and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate the Underwriter’s SecuritiesUnderwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days one year following the commencement of sales of the public offering Effective Date to anyone other than (Ai) the an Underwriter or a selected dealer in connection with the offeringOffering, or (Bii) a bona fide officer or partner of the UnderwriterRepresentative 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 Underwriter’s Warrant shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.