Common use of Underwriters’ Warrants Clause in Contracts

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative (and/or its permitted designees) on a Closing Date, a warrant or warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). The Underwriters’ Warrants will be exercisable at any time and from time to time, in whole or in part, during the five (5) year period commencing six (6) months from the commencement of sales of the Offering, at an initial exercise price equal to 125% of the price per share paid by investors in the Offering. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a Closing Date, a warrant or warrantsto purchase a number of Shares equal to (x) 5% of the gross payment amount sourced by the Underwriter and its selling syndicate and soliciting dealers and (y) 3% of the gross payment sourced by the Company on a Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant agreement, as applicable (in the form attached hereto as Exhibit A hereto, (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant SharesAgreement”). The Underwriters’ Warrants will , shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) Effective Date and expiring on the three-year period commencing six (6) months anniversary from the commencement date of sales of the Offering, issuance at an initial exercise price equal to 125120% of the price per share paid by investors in Purchase Price of the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the Warrant Shares underlying shares of ordinary shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) a bona fide officer or partner of the 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 Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriters (and/or its permitted designees) on a Closing Date, as defined in Section 3(c) herein, a warrant or warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the a number of Ordinary Shares equal to seven percent (7%) 5% of the number of Firm Shares and Option Shares, if any, issued in Underwritten Units (including the Offering over-allotment option) on Closing Date (“Warrant SharesUnderwriters’ Warrant”). The Underwriters’ Warrants will Underwriterss Warrant, in the form attached hereto as Exhibit B, shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the five commencing nine (5) year period commencing six (69) months from the commencement date of sales effectiveness of the Offering, Registration Statement and and expiring on the third anniversary from the exercisable date at an initial exercise price equal to 125100% of the price per share paid by investors in Per Unit Price (as defined below) of the OfferingOffered Securities. The Representative understands Underwriters’ Warrant shall include a “cashless” exercise feature. The Underwriters understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Warrant and the Warrant underlying Ordinary Shares during the one hundred eighty (180) days after following the effective date (the “Effective Date”) of effectiveness or commencement of sales of the Registration Statement (as defined below), Offering and by its acceptance thereof shall agree that it they will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date following the date of effectiveness or commencement of sales of the Offering to anyone other than the circumstances listed under FINRA Rule 5110(e)(25110(g)(2). Delivery of the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriters may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a Closing Date, as defined in Section 3(c) herein, a warrant or warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the a number of Ordinary Shares equal to seven percent (7%) % of the number of Firm Underwritten Shares and Option Shares, if any, issued in the Offering Additional Shares on Closing Date (“Warrant SharesUnderwriter’s Warrant”). The Underwriters’ Warrants will Underwriter’s Warrant, in the form attached hereto as Exhibit B, shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) date of issuance and expiring on the five-year period commencing six (6) months anniversary from the commencement of sales effectiveness of the Offering, Offering at an initial exercise price equal to 125% of the price per share paid by investors in Per Share Price (as defined below) of the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the Warrant underlying Ordinary Shares during the one hundred eighty (180) days after following the effective date (the “Effective Date”) of effectiveness or commencement of sales of the Registration Statement (as defined below), Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date following the date of effectiveness or commencement of sales of the Offering to anyone other than the circumstances listed under FINRA Rule 5110(e)(25110(g)(2). Delivery of the Underwriters’ Underwriter’s Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriters (and/or its permitted their respective designees) on a the Closing Date (as defined below) and each Option Closing Date, a warrant or warrantsas the case may be, as applicable warrants to purchase an aggregate of eight percent (in 8%) of the form attached as Exhibit A hereto, shares of common stock issued at such closing (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant SharesWarrants”). The Underwriters’ Warrants will agreement, in the form attached hereto as Exhibit A (the “Underwriters’ Warrants Agreement”), shall be exercisable at any time and from time to time, in whole or in part, during the five (5) four and a half-year period commencing six (6) months after from the commencement of sales Closing Date of the Offering, at an initial exercise price of $[•] per share, which is equal to 125% one hundred and ten percent (110%) of the initial public offering price per share paid by investors in of the OfferingFirm Shares issued at such closing. The Representative understands Underwriters’ Warrants and agrees the shares of common stock issuable upon exercise of the Underwriters’ Warrants are hereinafter referred to collectively as the “Underwriters’ Securities.” The Underwriters understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares underlying shares of common stock during the one hundred eighty (180) days day period after the effective date (the “Effective Date”) of the Registration Statement (as defined below), ) and by its their acceptance thereof shall agree that it they will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date effective date of the Registration Statement to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2). Delivery Offering, or (ii) a bona fide officer or partner of the Underwriters’ Warrants shall be made on a Closing Date Representative or of any such Underwriter or selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilutionforegoing lock-up restrictions.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative (and/or its permitted designees) on a Closing Date, a warrant or warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). Notwithstanding the foregoing, in the event any Firm Shares or Option Shares are allocated to investors identified and introduced by the Company, then the Underwriters’ Warrants shall be reduced to three percent (3.0%) of the number of Firm Shares and Option Shares, if any issued, for those investors. The Underwriters’ Warrants will be exercisable at any time and from time to time, in whole or in part, during the for a term of five (5) year period commencing six (6) months years from the commencement of sales effective date (the “Effective Date”) of the OfferingRegistration Statement (as defined below), at an initial exercise price equal to 125% of the price per share paid by investors in the Offering. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a each Closing Date, a warrant or warrantsand Option Closing Date, as applicable respectively, non-redeemable warrants to purchase an amount equal to five and one-half (5.5%) percent of the aggregate number of the Placement Shares sold in the Offering and the Over-Subscription Shares (collectively the “Underwriter’s Warrants”), pursuant to the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). A. The Underwriters’ Underwriter Warrants will be exercisable at any time commencing one hundred eighty (180) days after the Closing of the Offering and from time to time, in whole or in part, during until the five (5) year period commencing six (6) months from fifth anniversary of the commencement of sales effective date of the Offering, at an initial exercise price per share of $[____], which is equal to 125120% of the price per share paid by investors Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the OfferingUnderwriter’s Warrant Agreement. The Representative Underwriter’s Warrant Agreement and shares of common stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant Agreement and the Warrant Shares underlying shares of common stock during the one hundred eighty (180) days after immediately following the effective date (the “Effective Date”) commencement of sales of the Registration Statement (as defined below), offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the offering to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) a bona fide officer or partner of the 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 Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriters (and/or its permitted their designees) on a each Closing Date, as defined in Section 3(c) herein, a warrant or warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the a number of Ordinary Shares equal to seven percent (7%) % of the number of Firm Underwritten Shares and Option Shares, if any, issued in the Offering Additional Shares sold on such Closing Date (“Warrant SharesUnderwriters’ Warrant”). The Underwriters’ Warrants will Warrant, in the form attached hereto as Exhibit B, shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) date of issuance and expiring on the five-year period commencing six (6) months anniversary from the commencement of sales sale of the Offering, Offering at an initial exercise price equal to 125% of the price per share paid by investors in Per Share Price (as defined below) of the OfferingOffered Securities. The Representative understands Underwriters’ Warrant shall include a “cashless” exercise feature. The Underwriters understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Warrant and the underlying Ordinary Shares (such shares, the “Warrant Shares Shares”) during the one hundred eighty (180) days after following the effective date (the “Effective Date”) commencement of sales of the Registration Statement (as defined below), Offering and by its their acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsWarrant or Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date commencement of sales of the Offering to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on a each Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 request on 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 Underwriters’ 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 dilutionClosing Date.

Underwriters’ Warrants. The On the Closing Date, the Company hereby agrees to shall issue to the Representative (and/or its permitted designees) ), warrants, in the form Exhibit D attached hereto (the “Underwriter’s Warrants”), for the purchase of up to an aggregate of [ ] shares of Common Stock (which is equal to an aggregate of 6% of the Closing Securities sold on a the Closing Date), and, in the event that the Underwriters exercise the over-allotment option, on each Option Closing Date, a warrant the Company shall issue to the Representative (and/or its designees) Underwriter’s Warrants for the purchase of up to 6% of the Option Securities sold on the Option Closing Date (up to an aggregate of [ ] shares of Common Stock if such over-allotment option is exercised in full), which Underwriter’s Warrants shall be registered in the name or warrantsnames, and shall be in such denominations, as applicable the Representative may request at least one (in 1) business day before the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares Closing Date and Option SharesClosing Date, if any, issued in . The shares of Common Stock underlying the Offering (Underwriter’s Warrants are referred to herein as the “Underwriter’s Warrant Shares”). .” The Underwriters’ Underwriter’s Warrants will shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the five commencing on a date which is one hundred eighty (5180) year period commencing six (6) months days from the commencement of sales of the OfferingClosing Securities and Option Securities, as applicable, and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[ ], which is equal to 125% of the price per share paid by investors in the OfferingUnit Purchase Price. The Representative understands and agrees that there are significant lock-up restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Underwriter’s Warrants and the Underwriter’s Warrant Shares during the one hundred eighty (180) days after from the effective date (the “Effective Date”) commencement of sales of the Registration Statement (Closing Securities and Option Securities, as defined below)applicable, and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Underwriter’s Warrants, or any portion thereof, or have such securities be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 the Closing Securities or Option Securities, as applicable, to anyone except (i) by operation of law or by reason of reorganization of the Company; (ii) to the Representative or any Underwriter or FINRA member firm participating in compliance with FINRA Rule 5110(g)(8)(C)the Offering, and immediate and unlimited “piggyback” registration rights the respective officers, partners, registered persons or affiliates thereof, if all such securities so transferred remain subject to the lock-up restriction in this Section 4(f) for a period the remainder of five such time period, (5iii) years after if the Effective Date at aggregate amount of securities of the Company held by the Representative or participating FINRA member firm do not exceed 1% of the Company’s expense. The Underwriters’ Warrants shall further provide for adjustment securities being offered in connection with the offering of Closing Securities, (iv) such securities are beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating FINRA member manages or otherwise directs investments by the fund, and participating FINRA members in the number aggregate do not own more than 10% of the equity in the fund, (v) of an issuer that meets the registration requirements of Commission Forms S-3, F-3 or F-10, (vi) if such securities are considered non-convertible or non-exchangeable debt securities acquired in a transaction related to the offering and price sale of the Closing Securities, (vii) if such securities are considered derivative instruments acquired in connection with a hedging transaction related to the offering and sale of the Securities and at a fair price, (viii) such securities were acquired in a transaction meeting the requirements of FINRA Rule 5110(d), (ix) such securities were received as underwriting compensation, and are registered and sold as part of a firm commitment offering, (x) such securities are “actively-traded” (as defined in Rule 101(c)(1) of Regulation M promulgated by the Commission), (xi) such securities are transferred or sold back to the Company in a transaction exempt from registration with the Commission, or (xii) the exercise of the Underwriter’s Warrants, if such warrants and the Underwriter’s Warrant Shares remain subject to the lock-up restriction in this Section 2.3(a) for the remainder 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 dilutiontime period.

Underwriters’ Warrants. The Company hereby agrees to issue (A) Issue to the Representative Underwriter (and/or its permitted designees) on a Closing Date, a warrant or warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) warrants to purchase the that number of Ordinary Shares shares of Class A Common Stock equal to seven (i) a total of eight percent (78%) of the number Shares sold to Investors directly or indirectly introduced to the Company by or through the Underwriter (adjusted upward to the nearest whole share) and (ii) four percent (4%) of Firm the Shares and Option Shares, if any, issued in sold to Investors not indirectly or indirectly introduced to the Offering Company by or through the Underwriter (“Warrant Shares”adjusted upward to the nearest whole share) (the "Underwriter's Warrants"). The Underwriters’ Underwriter's Warrants shall be in the form of Exhibit C attached hereto. The Underwriter's Warrants shall have an exercise price per share equal to one hundred twenty five percent (125%) of the offering price per Share (the "Exercise Price") as shown on the cover page of the Amended Final Offering Circular (as defined below) and shall be exercisable via cashless exericise in the event the shares underylying the Underwriter's Warrants (the "Warrant Shares") are not registered pursuant to an effective registration statement under the Securities Act. The Underwriter's Warrants will be exercisable for a term of five years beginning on the date that is six months from date of issuance (the "Issue Date"). (B) If at any time and from time to time, in whole or in part, during the five (5) year period commencing following six (6) months from the commencement of sales of the OfferingIssue Date, at an initial exercise the closing price of the Common Stock is equal to or greater than one hundred twenty five percent (125% %) of the price per share paid Exercise Price of the Underwriter's Warrants for a period of seven (7) consecutive trading days, the Company shall have the right to require the holder thereof to exercise all or a portion of the Underwriter's Warrants by investors in a stipulated deadline which shall not be later than ten business days after the Offeringih trading day. In the event the Underwriter does not exercise the required portion of the Underwriter's Warrants by the stipulated deadline set forth by the Company, the unexercised portion thereof shall be forfeited. Notwithstanding the foregoing however, the Company may not require the Underwriter's Warrants to be exercise unless the Warrant Shares have been registered for resale pursuant to an effective registration statement under the Securities Act or such Warrant Shares may be immediately resold by the holder hereof after exercise pursuant to Rule 144, or successor exemption, under the Securities Act. (C) The Representative Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Financial Industry Regulatory Authority ("FINRA") Rule 5110 against transferring the Underwriters’ Underwriter's Warrants and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Issue Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Underwriter's Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Issue Date to anyone other than than (i) an underwriter or selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2). Delivery offering contemplated hereby or (ii) a bona fide officer or partner of the Underwriters’ Warrants shall be made on a Closing Date Underwriter or of any underwriter or selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilutionforegoing lock-up restrictions.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a Closing DateDate or Option Closing Date (as defined below), as applicable, a warrant to purchase a number of Units equal to 8% of the gross payment amount to be disbursed to the Company on a Closing Date or warrantsOption Closing Date for the Base Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant agreement, as applicable (in the form attached hereto as Exhibit A hereto, (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant SharesAgreement”). The Underwriters’ Warrants will , shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) year period commencing six (6) months from the commencement of sales effective date of the Offering, Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price of $[ ] per Unit, which is equal to 125110% of the price per share paid by investors in Purchase Price of the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature and shall include a provision for “piggy-back” registration rights until expiration or until the shares underlying the warrant are eligible for resale pursuant to an exemption from registration. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Warrant Agreement and the Warrant Shares underlying common shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) a bona fide officer or partner of the 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 Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its permitted designees) on a the Closing Date, a warrant Date for an aggregate purchase price of $100.00 one or warrants, more warrants (the “Underwriter’s Warrants”) for the purchase of an aggregate of [___] shares of Common Stock (which is equal to an aggregate of 6% of the Units included as applicable (Closing Securities sold in the Offering). The Underwriter’s Warrants shall be issuable pursuant to the Underwriter’s Warrant in the form attached hereto as Exhibit A hereto, C (the “Underwriters’ Underwriter’s Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). The Underwriters’ Warrants will be exercisable at any time and from time to timeexercisable, in whole or in part, during the five (5) year period commencing six (6) months on a date which is one hundred eighty days from the commencement of sales of the Offering, Closing Securities in connection with the Offering and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[__], which is equal to 125110% of the public offering price per share paid by investors in of each Closing Unit. The Underwriter’s Warrant and the Offering. shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Underwriter’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after from the effective date (the “Effective Date”) commencement of sales of the Registration Statement (as defined below), Closing Securities in connection with the Offering and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 the Closing Securities in connection with the Offering to anyone other than (i) an Underwriter or a selected dealer in compliance connection with FINRA Rule 5110(g)(8)(C)the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and immediate and unlimited “piggyback” registration rights for a period of five (5) years after only if any such transferee agrees to the Effective Date at the Company’s expense. The Underwriters’ 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 dilutionforegoing lock-up restrictions.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a each Closing Date, a warrant or warrantsand Option Closing Date, as applicable respectively, non-redeemable warrants to purchase an amount equal to five and one-half (5.5%) percent of the aggregate number of the Placement Shares sold in the Offering and the Over-Subscription Shares (collectively the “Underwriter’s Warrants”), pursuant to the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). A. The Underwriters’ Underwriter Warrants will be exercisable at any time and from time to time, in whole or in part, during the five commencing one hundred eighty (5180) year period commencing six (6) months from days after the commencement of sales of the Offering and until the fifth anniversary of the effective date of the Offering, at an initial exercise price per share of $[____], which is equal to 125120% of the price per share paid by investors Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the OfferingUnderwriter’s Warrant Agreement. The Representative Underwriter’s Warrant Agreement and shares of common stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant Agreement and the Warrant Shares underlying shares of common stock during the one hundred eighty (180) days after immediately following the effective date (the “Effective Date”) commencement of sales of the Registration Statement (as defined below), offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the offering to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) a bona fide officer or partner of the 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 Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a each Closing Date, a warrant or warrantswarrants to purchase such number of ordinary shares of the Company equal to five percent (5%) of the aggregate number of the Placement Shares sold in the offering (collectively “Underwriter’s Warrant”). The Underwriter’s Warrant agreement, as applicable (in the form attached hereto as Exhibit A hereto, (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Underwriter’s Warrant SharesAgreement”). The Underwriters’ Warrants will , shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the five (5) year period commencing six (6) months from after the commencement of sales Effective Date of the Offering, Registration Statement and expiring on the five-year anniversary of the Effective Date at an initial exercise price per ordinary share of $_____, which is equal to 125120% of the price per share paid by investors Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the OfferingUnderwriter’s Warrant Agreement. The Representative Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant Agreement and the Warrant Shares underlying ordinary shares during the one hundred eighty (180) days after immediately following the effective date (the “Effective Date”) commencement of sales of the Registration Statement (as defined below), offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the offering to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) a bona fide officer or partner of the 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 Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a each Closing Date Date, and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a each Closing Date, as defined in Section 3(c) herein, a warrant or warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the a number of Ordinary Shares equal to seven percent (7%) 5% of the number of Firm Shares and Option Shares, if any, issued in the Offering Offered Securities sold on such Closing Date (“Warrant Shares”Underwriter’s Warrant”). The Underwriters’ Warrants will Underwriter’s Warrant, in the form attached hereto as Exhibit B, shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) date of issuance and expiring on the five-year period commencing six (6) months anniversary from the commencement of sales effectiveness of the Offering, Offering at an initial exercise price equal to 125% the Per Share Price (as defined below) of the price per share paid by investors in the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the underlying Ordinary Shares (such shares, the “Warrant Shares Shares”) during the one hundred eighty (180) days after following the effective date (the “Effective Date”) of effectiveness or commencement of sales of the Registration Statement (as defined below), Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant or the Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date of commencement of sales of the Offering to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ applicable Underwriter’s Warrants shall be made on a the corresponding Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to On the Representative (and/or its permitted designees) on a First Closing Date, a warrant or warrantsthe Company will issue to certain of the Underwriters (and/or their designees) warrants to purchase that number of shares of Common Stock equal to three percent (3%) of the Firm Shares (adjusted upward to the nearest whole share). On the Second Closing Date, the Company will issue to certain of the Underwriters (and/or their designees) additional warrants to purchase that number of shares of Common Stock equal to three percent (3%) of the Option Shares (adjusted upward to the nearest whole share) elected to be purchased by the Underwriters pursuant to Section 3. The warrants to be issued to certain of the Underwriters on the First Closing Date and Second Closing Date pursuant to this Section 3(d) are herein collectively referred to as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase Warrants.” The Underwriters’ Warrants shall be in the number form of Ordinary Shares Exhibit B attached hereto. The Underwriters’ Warrants shall have an exercise price per share equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”)$[ • ] per Share. The Underwriters’ Warrants will be exercisable at any time and from time to time, in whole or in part, during beginning six months after the five (5) year period commencing six (6) months from the commencement of sales date of the Offering, at an initial exercise price equal to 125% Closing until the fifth anniversary of the price per share paid by investors in the OfferingEffective Date (as defined below). The Representative understands Underwriters understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after the effective date of the Registration Statement (the “Effective Date”) of the Registration Statement (as defined below), and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2). Delivery offering contemplated hereby, or (ii) a bona fide officer or partner of the Underwriters’ Warrants shall be made on a Closing Date Underwriter or of any such Underwriter or selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilutionforegoing lock-up restrictions.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its permitted designees) on a the Closing Date, a warrant Date for an aggregate purchase price of $100.00 one or warrants, more warrants (the “Underwriter’s Warrants”) for the purchase of an aggregate of [●] shares of Common Stock (which is equal to an aggregate of 5% of the shares of Common Stock and the Pre-Funded Warrant Shares included as applicable (Closing Securities sold in the Offering). The Underwriter’s Warrants shall be issuable pursuant to the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit A hereto, D (the “Underwriters’ WarrantUnderwriter’s Warrant Agreement”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). The Underwriters’ Warrants will be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on a date which is six months after the five (5) Effective Date and expiring on the five-year period commencing six (6) months from the commencement of sales anniversary of the Offering, Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125120% of the public offering price per share paid by investors in of each Closing Share. The Underwriter’s Warrant Agreement and the Offering. shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Underwriter’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2). Delivery Offering, or (ii) a bona fide officer or partner of the Underwriters’ Warrants shall be made on a Closing Date Representative or of any such Underwriter or selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilutionforegoing lock-up restrictions.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriters (and/or its permitted their respective designees) on a the Closing Date (as defined below) and each Option Closing Date, a warrant or warrantsas the case may be, as applicable warrants to purchase an aggregate of eight percent (in 8%) of the form attached as Exhibit A hereto, shares of common stock issued at such closing (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant SharesWarrants”). The Underwriters’ Warrants will agreement, in the form attached hereto as Exhibit A (the “Underwriters’ Warrants Agreement”), shall be exercisable at any time and from time to time, in whole or in part, during the five (5) four and a half-year period commencing six (6) months after from the commencement of sales Closing Date of the Offering, at an initial exercise price of $[●] per share, which is equal to 125% one hundred and ten percent (110%) of the initial public offering price per share paid by investors in of the OfferingFirm Shares issued at such closing. The Representative understands Underwriters’ Warrants and agrees the shares of common stock issuable upon exercise of the Underwriters’ Warrants are hereinafter referred to collectively as the “Underwriters’ Securities.” The Underwriters understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares underlying shares of common stock during the one hundred eighty (180) days day period after the effective date (the “Effective Date”) of the Registration Statement (as defined below), ) and by its their acceptance thereof shall agree that it they will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date effective date of the Registration Statement to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2). Delivery Offering, or (ii) a bona fide officer or partner of the Underwriters’ Warrants shall be made on a Closing Date Representative or of any such Underwriter or selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilutionforegoing lock-up restrictions.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a Closing Date or Option Closing Date, as applicable, a warrant to purchase a number of Shares equal to 6% of the gross payment amount to be disbursed to the Company on a Closing Date or warrantsOption Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant agreement, as applicable (in the form attached hereto as Exhibit A hereto, (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant SharesAgreement”). The Underwriters’ Warrants will , shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) year period commencing six (6) months from the commencement of sales effective date of the Offering, Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price of $10.625 per share, which is equal to 125% of the price per share paid by investors in Purchase Price of the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Warrant and the Warrant Shares underlying shares of common stock during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) a bona fide officer or partner of the 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 Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Representative Underwriters (and/or its permitted their designees) on a the Closing Date, Date a warrant or warrants(the “Underwriters’ Warrants”) to purchase a total of 96,000 shares of Common Stock representing 8% of the Common Stock Shares (excluding the Option Shares), as applicable (set forth opposite their respective names on Schedule 1 attached hereto, for an aggregate purchase price of $________. The Underwriters’ Warrant agreements, in the form attached hereto as Exhibit A heretoB (each, the an “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Underwriter Warrant SharesAgreement”). The Underwriters’ Warrants will , 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 Effective Date and expiring on a date which is no more than five (5) year period commencing six (6) months years from the commencement of sales of the Offering, Effective Date at an initial exercise price equal per Common Stock share of $_____. The Underwriter Warrant Agreements and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to 125% together as the “Underwriters’ Securities.” Each of the price per share paid by investors in the Offering. The Representative Underwriters understands and agrees that there are significant restrictions pursuant to FINRA Financial Industry Regulatory Authority (“FINRA”) Rule 5110 against transferring the Underwriters’ Warrants Underwriter Warrant Agreements and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrantsits Underwriter Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2). Delivery Offering, or (ii) a bona fide officer or partner of the Underwriters’ Warrants shall be made on a Closing Date Underwriter or selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilutionforegoing lock-up restrictions.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a Closing Date, as applicable, a warrant or warrantsto purchase a number of Shares equal to 5% of the gross payment amount to be disbursed to the Company on a Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant agreement, as applicable (in the form attached hereto as Exhibit A hereto, (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Underwriter’s Warrant SharesAgreement”). The Underwriters’ Warrants will , shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the five (5) year period commencing six (6) months 180 days from the commencement of sales date of the Offering, Offering and expiring on the three-year anniversary thereof at an initial exercise price of $[ ] per share, which is equal to 125120% of the price per share paid by investors in Purchase Price of the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Warrant and the Warrant Shares underlying common shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) commencement of the Registration Statement (as defined below), Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date commencement date of the Offering to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) a bona fide officer or partner of the 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 Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The In addition to the Selling Commission, on the Closing Date and Additional Closing Date, the Company hereby agrees to shall issue and sell to the Representative (and/or its permitted designees) on a Closing Date, for $10.00 a warrant or warrants(“Underwriter’s Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company (the “Underwriter Warrant Shares”) equal to three percent (3.0%) of the Shares sold in that Closing. Pursuant to the terms and conditions of the Underwriter’s Warrant, as applicable (in the form attached hereto as Exhibit A heretoA, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Underwriter’s Warrant Shares”). The Underwriters’ Warrants will shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing one hundred eighty (180) days after the five Closing Date or Additional Closing Date, as the case may be, after it is issued (5the “Commencement Date”) and expiring on the five-year period commencing six (6) months from the commencement of sales anniversary of the Offering, Effective Date of the Registration Statement at an initial exercise price per share of Common Stock equal to 125% one hundred twenty-five percent (125.0%) of the price per share paid by investors Purchase Price of the Shares in the Offering. The Representative Underwriter’s Warrant and Underwriter Warrant Shares are hereinafter referred to together as the “Underwriter’s Securities.” Each of the Underwriters understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 5110(g) against transferring the Underwriters’ Warrants and the Warrant Shares Underwriter’s Securities during the one hundred eighty (180) days after immediately following the effective date (Effective Date or the “Effective Date”) commencement of sales of the Registration Statement (as defined belowShares, subject to certain limited exceptions pursuant to FINRA Rule 5110(g)(2), and and, accordingly, by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’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 one hundred eighty (180) days immediately following the Effective Date or commencement of sales of the Shares to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2). Delivery Offering, or (ii) a bona fide officer or partner of the Underwriters’ Warrants shall be made on a Closing Date Underwriter or of any such Underwriter or selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in foregoing lock-up restrictions during such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilution180-day period.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a each Closing Date, as defined in Section 3(c) herein, a warrant or warrantsto purchase a number of Common Stocks equal to 5% of the Offered Securities sold on such Closing Date (“Underwriter’s Warrant”). The Underwriter’s Warrant, as applicable (in the form attached hereto as Exhibit A heretoB, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). The Underwriters’ Warrants will shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) date of issuance and expiring on the five-year period commencing six (6) months anniversary from the commencement of sales effectiveness of the Offering, Offering at an initial exercise price equal to 125120% the Per Share Price (as defined below) of the price per share paid by investors in the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the underlying Common Stocks (such shares, the “Warrant Shares Shares”) during the one hundred eighty (180) days after following the effective date (the “Effective Date”) commencement of sales of the Registration Statement (as defined below), Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant or the Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date of commencement of sales of the Offering to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ applicable Underwriter’s Warrants shall be made on a the corresponding Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a Closing Date, as defined in Section 3(c) herein, a warrant or warrantsto purchase a number of Shares equal to 7% of the gross proceeds on a Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant, as applicable (in the form attached hereto as Exhibit A heretoA, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). The Underwriters’ Warrants will shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) Effective Date and expiring on the five-year period commencing six (6) months anniversary from the commencement date of sales of the Offering, issuance at an initial exercise price equal to 125% the Purchase Price of the price per share paid by investors in the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the Warrant Shares underlying shares of ordinary shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(e)(25110(g)(2). Delivery of the Underwriters’ Warrants Underwriter’s Warrant shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Representative Underwriter (and/or its permitted designees) on a the Closing Date, a warrant or warrants, as applicable Date (in the form attached as Exhibit A hereto, the “Underwriters’ WarrantUnderwriter’s Warrants”) to warrants for the purchase the of a number of Ordinary Shares ADSs equal to seven six percent (76.0%) of the number of Firm Shares and Option Shares, if any, the sum of the Offered Securities issued in the Offering (the “Underwriter’s Warrant Shares”), pursuant to a warrant in the form attached hereto as Exhibit A, at an initial exercise price of $ (or 100% of the public offering price per Firm Share). The Underwriters’ Underwriter’s Warrants will be are exercisable upon the closing of the Offering for a period of five years from the date of commencement of sales of the Offering, at any time time, and from time to time, in whole or in part, during the five (5) year period commencing six (6) months from the commencement of sales of the Offering, at an initial exercise price equal to 125% of the price per share paid by investors in the Offering. The Representative Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) against transferring the Underwriters’ Underwriter’s Warrants and the Underwriter’s Warrant Shares during the one hundred eighty (180) days day period after the effective date (commencement of sales in the “Effective Date”) of the Registration Statement (as defined below), Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Underwriter’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date commencement of sales in the Offering to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) an officer, partner, registered person or affiliate of the Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Underwriter’s Warrants shall be made on a the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Representative Underwriter (and/or its permitted designees) on a the Closing Date, a warrant or warrants, as applicable Date (in the form attached as Exhibit A hereto, the “Underwriters’ WarrantUnderwriter’s Warrants”) to warrants for the purchase the of a number of Ordinary Shares ADSs equal to seven six percent (76.0%) of the number of Firm Shares and Option Shares, if any, the sum of the Offered Securities issued in the Offering (the “Underwriter’s Warrant Shares”), pursuant to a warrant in the form attached hereto as Exhibit A, at an initial exercise price of $ (or 100% of the public offering price per Firm Share). The Underwriters’ Underwriter’s Warrants will be are exercisable upon the closing of the Offering for a period of three years from the date of commencement of sales of the Offering, at any time time, and from time to time, in whole or in part, during the five (5) year period commencing six (6) months from the commencement of sales of the Offering, at an initial exercise price equal to 125% of the price per share paid by investors in the Offering. The Representative Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) against transferring the Underwriters’ Underwriter’s Warrants and the Underwriter’s Warrant Shares during the one hundred eighty (180) days day period after the effective date (commencement of sales in the “Effective Date”) of the Registration Statement (as defined below), Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Underwriter’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date commencement of sales in the Offering to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) an officer, partner, registered person or affiliate of the Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Underwriter’s Warrants shall be made on a the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a each Closing Date, a warrant or warrantsand Option Closing Date, as applicable respectively, warrants to purchase such number of Class A ordinary shares of the Company equal to five percent (5%) of the aggregate number of the Placement Shares and Over-Subscription Shares sold in the offering (collectively “Underwriter’s Warrant”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A hereto, (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Underwriter’s Warrant SharesAgreement”). The Underwriters’ Warrants will , shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the five (5) year period commencing six (6) months from after the commencement of sales Effective Date of the Offering, Registration Statement and expiring on the five-year anniversary thereof at an initial exercise price per Class A ordinary share of $6.00, which is equal to 125120% of the price per share paid by investors Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the OfferingUnderwriter’s Warrant Agreement. The Representative Underwriter’s Warrant Agreement and Class A ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant Agreement and the Warrant Shares underlying Class A ordinary shares during the one hundred eighty (180) days after immediately following the effective date (the “Effective Date”) commencement of sales of the Registration Statement (as defined below), offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the offering to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) a bona fide officer or partner of the 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 Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a Closing Date, Date a warrant or warrantsto purchase a number of Shares equal to 7% of the gross payment amount to be disbursed to the Company on a Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant, as applicable (in the form attached hereto as Exhibit A heretoA, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). The Underwriters’ Warrants will shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five effective date of the Registration Statement (5the “Effective Date”) and expiring on the five-year period commencing six (6) months anniversary from the commencement date of sales of the Offering, issuance at an initial exercise price of $ per share, which is equal to 125100% of the price per share paid by investors in Purchase Price of the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Warrant and the Warrant Shares underlying shares of common stock during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) a bona fide officer or partner of the 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 Underwriters’ Warrants Underwriter’s Warrant shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to On the Representative (and/or its permitted designees) on a First Closing Date, a warrant or warrantsthe Company will issue to certain of the Underwriters (and/or their designees) warrants to purchase that number of shares of Common Stock equal to three percent (3%) of the Firm Shares (adjusted upward to the nearest whole share). On the Second Closing Date, the Company will issue to certain of the Underwriters (and/or their designees) additional warrants to purchase that number of shares of Common Stock equal to three percent (3%) of the Option Shares (adjusted upward to the nearest whole share) elected to be purchased by the Underwriters pursuant to Section 3. The warrants to be issued to certain of the Underwriters on the First Closing Date and Second Closing Date pursuant to this Section 3(d) are herein collectively referred to as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase Warrants.” The Underwriters’ Warrants shall be in the number form of Ordinary Shares Exhibit B attached hereto. The Underwriters’ Warrants shall have an exercise price per share equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”)$2.75 per Share. The Underwriters’ Warrants will be exercisable at any time and from time to time, in whole or in part, during beginning six months after the five (5) year period commencing six (6) months from the commencement of sales date of the Offering, at an initial exercise price equal to 125% Closing until the fifth anniversary of the price per share paid by investors in the OfferingEffective Date (as defined below). The Representative understands Underwriters understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after the effective date of the Registration Statement (the “Effective Date”) of the Registration Statement (as defined below), and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2). Delivery offering contemplated hereby, or (ii) a bona fide officer or partner of the Underwriters’ Warrants shall be made on a Closing Date Underwriter or of any such Underwriter or selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilutionforegoing lock-up restrictions.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Representative Underwriter (and/or its permitted designees) on a the Closing DateDate an option (“ Underwriter’s Warrant ”) for the purchase of 5% of the Placement Shares sold in the Offering, a warrant or warrantsfor an aggregate purchase price of $100.00. The Underwriter’s Warrant agreement, as applicable (in the form attached hereto as Exhibit A hereto, (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (““ Underwriter’s Warrant SharesAgreement ”). The Underwriters’ Warrants will , shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) Closing Date and expiring on the five-year period commencing six (6) months from the commencement of sales of the Offering, anniversary thereof at an initial exercise price per shares of Common Stock of $5.40, which is equal to 125120% of the initial public offering price per share paid by investors in of the OfferingPlacement Shares. The Representative Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “ Underwriter’s Securities .” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant Agreement and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) a bona fide officer or partner of the 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 Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a Closing Date, as defined in Section 3(c) herein, a warrant or warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the a number of Ordinary Shares equal to seven percent (7%) % of the number of Firm Shares and Option Shares, if any, issued in the Offering Offered Securities on Closing Date (“Warrant SharesUnderwriter’s Warrant”). The Underwriters’ Warrants will Underwriter’s Warrant, in the form attached hereto as Exhibit B, shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) date of issuance and expiring on the five-year period commencing six (6) months anniversary from the commencement of sales effectiveness of the Offering, Offering at an initial exercise price equal to 125% the Per Share Price (as defined below) of the price per share paid by investors in the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the Warrant underlying Ordinary Shares during the one hundred eighty (180) days after following the effective date (the “Effective Date”) of effectiveness or commencement of sales of the Registration Statement (as defined below), Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date following the date of effectiveness or commencement of sales of the Offering to anyone other than the circumstances listed under FINRA Rule 5110(e)(25110(g)(2). Delivery of the Underwriters’ Underwriter’s Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a each Closing Date, as defined in Section 3(c) herein, a warrant or warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the a number of Ordinary Shares equal to seven percent (7%) % of the number of Firm Shares and Option Shares, if any, issued in the Offering Offered Securities sold on such Closing Date (“Warrant SharesUnderwriter’s Warrant”). The Underwriters’ Warrants will Underwriter’s Warrant, in the form attached hereto as Exhibit B, shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) date of issuance and expiring on the five-year period commencing six (6) months anniversary from the commencement of sales effectiveness of the Offering, Offering at an initial exercise price equal to 125% the Per Share Price (as defined below) of the price per share paid by investors in the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the underlying Ordinary Shares (such shares, the “Warrant Shares Shares”) during the one hundred eighty (180) days after following the effective date (the “Effective Date”) of effectiveness or commencement of sales of the Registration Statement (as defined below), Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant or the Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date of commencement of sales of the Offering to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ applicable Underwriter’s Warrants shall be made on a the corresponding Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a the Closing Date, a warrant or warrants, as applicable (in Date warrants for the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued Offering Amount sold in the Offering offering (“Warrant SharesUnderwriter’s Warrant”). The Underwriters’ Warrants will Underwriter’s Warrant 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 the five (5) year period commencing six (6) months from the commencement of sales effective date of the Offering, Registration Statement (the “Effective Date”) and expiring on the fifth-year anniversary thereof at an initial exercise price per ordinary share of $5.00, which is equal to 125100% of the price per share paid by investors in the OfferingPurchase Price. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for unlimited “piggyback” registration rights until expiration. The Underwriter’s Warrant and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant Agreement and the Warrant Shares underlying ordinary shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) a bona fide officer or partner of the 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 Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a the Closing Date, a warrant or warrantsto purchase a number of shares of Common Stock equal to 4% of the total number of Firm Shares sold pursuant to the Offering (“Underwriter’s Warrant”). The Underwriter’s Warrant agreement, as applicable (in the form attached hereto as Exhibit A hereto, C (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Underwriter’s Warrant SharesAgreement”). The Underwriters’ Warrants will , shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the five (5) year period commencing six (6) months 180 days from the commencement of sales of Closing Date (the Offering, “Effective Date”) and expiring on the 4.5-year anniversary thereof at an initial exercise price of $0.495 per share, which is equal to 125110% of the purchase price per share paid by investors in of the OfferingFirm Shares. The Representative Underwriter’s Warrant shall provide for registration rights (including a one-time demand registration right and unlimited piggyback registrations rights) and customary anti-dilution provisions (for stock dividends, splits and recapitalizations) consistent with FINRA Rule 5110. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2). Delivery Offering, or (ii) a bona fide officer or partner of the Underwriters’ Warrants shall be made on a Closing Date Underwriter or of any such selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilutionforegoing lock-up restrictions.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a Closing Date, a warrant or warrantsto purchase a number of shares of Common Stock equal to 3% of the total number of Shares sold pursuant to the Offering (“Underwriter’s Warrant”). The Underwriter’s Warrant agreement, as applicable (in the form attached hereto as Exhibit A hereto, (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Underwriter’s Warrant SharesAgreement”). The Underwriters’ Warrants will , shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the five (5) commencing one-year period commencing six (6) months from the commencement of sales effective date of the Offering, Supplement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price of $0.875 per share of Common Stock, which is equal to 125% of the price per share paid by investors in Purchase Price of the OfferingShares. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the shares of Common Stock underlying such warrant (the “Warrant Shares Shares”) during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) a selected dealer engaged by the circumstances listed under FINRA Rule 5110(e)(2)Underwriter (a “Selected Dealer”) in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such Selected Dealer. Delivery of the Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Representative Underwriter (and/or its permitted designees) on a the Closing Date, a warrant or warrants, as applicable Date (in the form attached as Exhibit A hereto, the “Underwriters’ WarrantUnderwriter’s Warrants”) to five-year warrants for the purchase the of a number of Ordinary the Underwritten Shares equal to seven five percent (75.0%) of the number of Firm the sum of the Underwritten Shares and Option Shares, if any, issued in the Offering (the “Underwriter’s Warrant Shares”). The Underwriters’ Warrants will be exercisable at any time and from time , pursuant to time, a warrant in whole or in part, during the five (5) year period commencing six (6) months from the commencement of sales of the Offeringform attached hereto as Exhibit A, at an initial exercise price equal to 125of $ [ ] (or 100% of the public offering price per share paid by investors in the OfferingUnderwritten Share). The Representative Underwriter’s Warrants and the Underwriter’s Warrant Shares are hereinafter collectively referred to together as the “Underwriter’s Securities” and together with the Underwritten Shares, the “Securities”). The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Underwriter’s Warrants and the Underwriter’s Warrant Shares during the one hundred eighty (180) days day period after the effective date (commencement of sales in the “Effective Date”) of the Registration Statement (as defined below), Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Underwriter’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date commencement of sales in the Offering to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) an officer, partner, registered person or affiliate of the Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Underwriter’s Warrants shall be made on a the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue sell to the Representative (Representative, its officers and/or any underwriter or its permitted designees) on a officers, and partners which participate in the public distribution of the Series B Shares at the Closing Date, an aggregate of 150,000 Underwriters' Warrants at a warrant or warrants, as applicable (in price of $.0001 per Underwriters' Warrant. Each Underwriters' Warrant shall represent the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) right to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). The one Underwriters’ Warrants will be exercisable at any time and from time to time, in whole or in part, ' Series B Share during the five (5) four year period commencing six (6) months one year from the commencement of sales of the Offering, at an initial exercise price equal to 125% of the price per share paid by investors in the Offering. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below)and ending five years after the effective date, and at $_.__ per Underwriters' Series B Share. The Underwriters' Warrants shall be evidenced by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result certificates in the effective economic disposition form and contain the terms and conditions as set forth in the exhibit to the Registration Statement. The Underwriters' Warrant certificates shall be delivered in such denominations and in such names as may be requested by the Representative or in the absence of such securities for a period request, then in denominations of one hundred eighty (180) days following 25,000 Series B Share certificates, registered in the Effective Date name of the Representative. In addition, the Company agrees to anyone other than reserve against the circumstances listed under FINRA Rule 5110(e)(2). Delivery exercise of the Underwriters’ ' Warrants the number of shares of its authorized but unissued shares of Series B Stock equal to the number of shares purchasable upon the exercise of the Underwriters' Warrants as well as the number of shares of its authorized but unissued shares of Common Stock issuable upon conversion of such Series B Stock. The certificates representing the Underwriters' Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may requestcontain typical anti-dilution provisions. The Underwriters’ ' 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 redeemable by the Company’s expense. The Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue sell to Underwriter its officers or directors an aggregate of up to __________ Underwriter's Warrants at a price of $.001 per Underwriters Warrant. Each Underwriters Warrant shall represent the Representative (and/or its permitted designees) on right to purchase one Underwriters Share over a Closing Dateperiod of four years, a warrant or warrantscommencing one year from the effective date of the offering, as applicable (at 120% of the offering price per share. The Underwriter's Warrants shall be evidenced by certificates in the form attached and containing the terms and conditions as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued set forth in the Offering (“Warrant Shares”). The Underwriters’ exhibits to the Registration Statement, which provide among other things that the Underwriter's Warrants will be exercisable at any time and restricted from time to time, in whole or in part, during the five (5) year period commencing six (6) months from the commencement of sales of the Offering, at an initial exercise price equal to 125% of the price per share paid by investors in the Offering. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), and by its acceptance thereof shall agree that it will not sellsale, transfer, assign, pledge assignment or hypothecate the Underwriters’ 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 hypothecation for a period of one hundred eighty (180) days following year from the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery effective date of the Underwriters’ Warrants offering except to officers or directors of the Underwriter and members of the selling group and/or their officers or partners. The Underwriter's Warrant certificates shall be made on a Closing Date and shall be issued delivered in the name or names such denominations and in such authorized denominations names as the Representative may request. The Underwriters’ Warrants may be exercised as requested by Underwriter or in the absence of such request, then in denominations of 1,000 Warrants per Underwriter's Warrant certificate. In addition, the Company agrees to all or a lesser reserve against the exercise of the Underwriter's Warrants the number of shares of its authorized but unissued shares of Common Stock equal to the underlying Ordinary Shares, will provide for cashless number of shares purchasable upon the exercise and will contain provisions for one demand registration of the sale Underwriter's Warrants and upon the exercise of the underlying Ordinary Share at warrants included in the Warrant Shares. Neither the Underwriters Warrant nor the Warrant Shares will be redeemable by 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a the Closing Date, a warrant or warrants, as applicable (in Date warrants for the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued Offering Amount sold in the Offering offering (“Warrant SharesUnderwriter’s Warrant”). The Underwriters’ Warrants will Underwriter’s Warrant 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 the five (5) year period commencing six (6) months from the commencement of sales effective date of the Offering, Registration Statement (the “Effective Date”) and expiring on the fifth-year anniversary thereof at an initial exercise price per ordinary share of $5.00, which is equal to 125100% of the price per share paid by investors in the OfferingPurchase Price. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for “piggyback” registration rights until expiration. Such “piggyback” registration rights shall be subject to FINRA Rule 5110(f)(2)(G)(v) and shall not have duration of more than five years from the date of effectiveness of the registration statement. The Underwriter’s Warrant and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant Agreement and the Warrant Shares underlying ordinary shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) a bona fide officer or partner of the 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 Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The On the Closing Date, the Company hereby agrees to shall issue to the Representative (and/or its permitted designees) ), warrants, in the form Exhibit D attached hereto (the “Underwriter’s Warrants”), for the purchase of up to an aggregate of 144,578 shares of Common Stock (which is equal to an aggregate of 6% of the Closing Securities sold on a the Closing Date), and, in the event that the Underwriters exercise the over-allotment option, on each Option Closing Date, a warrant the Company shall issue to the Representative (and/or its designees) Underwriter’s Warrants for the purchase of up to 6% of the Option Securities sold on the Option Closing Date (up to an aggregate of 21,686 shares of Common Stock if such over-allotment option is exercised in full), which Underwriter’s Warrants shall be registered in the name or warrantsnames, and shall be in such denominations, as applicable the Representative may request at least one (in 1) business day before the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares Closing Date and Option SharesClosing Date, if any, issued in . The shares of Common Stock underlying the Offering (Underwriter’s Warrants are referred to herein as the “Underwriter’s Warrant Shares”). .” The Underwriters’ Underwriter’s Warrants will shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the five commencing on a date which is one hundred eighty (5180) year period commencing six (6) months days from the commencement of sales of the OfferingClosing Securities and Option Securities, as applicable, and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $4.15, which is equal to 125% of the price per share paid by investors in the OfferingUnit Purchase Price. The Representative understands and agrees that there are significant lock-up restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Underwriter’s Warrants and the Underwriter’s Warrant Shares during the one hundred eighty (180) days after from the effective date (the “Effective Date”) commencement of sales of the Registration Statement (Closing Securities and Option Securities, as defined below)applicable, and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Underwriter’s Warrants, or any portion thereof, or have such securities be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 the Closing Securities or Option Securities, as applicable, to anyone except (i) by operation of law or by reason of reorganization of the Company; (ii) to the Representative or any Underwriter or FINRA member firm participating in compliance with FINRA Rule 5110(g)(8)(C)the Offering, and immediate and unlimited “piggyback” registration rights the respective officers, partners, registered persons or affiliates thereof, if all such securities so transferred remain subject to the lock-up restriction in this Section 4(f) for a period the remainder of five such time period, (5iii) years after if the Effective Date at aggregate amount of securities of the Company held by the Representative or participating FINRA member firm do not exceed 1% of the Company’s expense. The Underwriters’ Warrants shall further provide for adjustment securities being offered in connection with the offering of Closing Securities, (iv) such securities are beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating FINRA member manages or otherwise directs investments by the fund, and participating FINRA members in the number aggregate do not own more than 10% of the equity in the fund, (v) of an issuer that meets the registration requirements of Commission Forms S-3, F-3 or F-10, (vi) if such securities are considered non-convertible or non-exchangeable debt securities acquired in a transaction related to the offering and price sale of the Closing Securities, (vii) if such securities are considered derivative instruments acquired in connection with a hedging transaction related to the offering and sale of the Securities and at a fair price, (viii) such securities were acquired in a transaction meeting the requirements of FINRA Rule 5110(d), (ix) such securities were received as underwriting compensation, and are registered and sold as part of a firm commitment offering, (x) such securities are “actively-traded” (as defined in Rule 101(c)(1) of Regulation M promulgated by the Commission), (xi) such securities are transferred or sold back to the Company in a transaction exempt from registration with the Commission, or (xii) the exercise of the Underwriter’s Warrants, if such warrants and the Underwriter’s Warrant Shares remain subject to the lock-up restriction in this Section 2.3(a) for the remainder 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 dilutiontime period.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a each Closing Date, a warrant or warrantswarrants to purchase such number of Class A ordinary shares of the Company equal to six percent (6%) of the aggregate number of the Placement Shares sold in the offering (the “Underwriter’s Warrants”). The Underwriter’s Warrant agreement, as applicable (in the form attached hereto as Exhibit A hereto, (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Underwriter’s Warrant SharesAgreement”). The Underwriters’ Warrants will , shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on a Closing Date and expiring on the five (5) two-and-a-half-year period commencing six (6) months from the commencement of sales of the Offering, anniversary thereof at an initial exercise price equal to 125% of the price per share paid by investors $[4.00]. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the OfferingUnderwriter’s Warrant Agreement. The Representative Underwriter’s Warrant Agreement and Class A ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Underwriter’s Warrants and the Warrant Shares underlying Class A ordinary shares during the one hundred eighty (180) days after immediately following the effective date (the “Effective Date”) commencement of sales of the Registration Statement (as defined below), offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Underwriter’s Warrants, or any portion thereof, or let the Underwriter’s Warrants be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the offering to anyone other than the circumstances listed under acceptable persons set forth in FINRA Rule 5110(e)(25110(g)(2)(A); and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its permitted designees) on a the Closing DateDate an option (“Representative’s Warrant”) for the purchase of an aggregate of 95,000 shares of Common Stock, a warrant or warrantsrepresenting 5% of the Shares, as applicable (for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A hereto, (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Representative’s Warrant SharesAgreement”). The Underwriters’ Warrants will , shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on a date which is 181 days after the five (5) Effective Date and expiring on the five-year period commencing six (6) months from the commencement of sales anniversary of the Offering, Effective Date at an initial exercise price per share of Common Stock of $0.7375, which is equal to 125% of the price per share paid by investors in Purchase Price. The Representative’s Warrant Agreement and the Offering. 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 Underwriters’ Warrants Representative’s Warrant Agreement and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsRepresentative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)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 Underwriters’ Warrants Representative’s Warrant Agreement shall be made on a the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue In addition to the Representative Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its permitted designees) on a Closing Date, for $10.00 a warrant or warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Underwriter’s Warrant”) to for the purchase the of an aggregate number of Ordinary Shares shares of Common Stock of the Company equal to seven percent (77.0%) of the number Securities sold in that Closing, for an aggregate purchase price of Firm Shares and Option Shares$10.00. Pursuant to the Underwriter’s Warrant agreement, if any, issued in the Offering form attached hereto as Exhibit B (the “Underwriter’s Warrant SharesAgreement”). The Underwriters’ Warrants will , the Underwriter’s Warrant shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing one hundred eighty (180) days after the five (5) Closing Date it is issued and expiring on the five-year period commencing six (6) months from the commencement of sales anniversary of the Offering, Closing Date it is issued at an initial exercise price per share of Common Stock equal to 125% one hundred twenty-five percent (125.0%) of the price per share paid by investors Purchase Price of the Securities in the Offering. The Representative Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant Agreement and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’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 one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2). Delivery Offering, or (ii) a bona fide officer or partner of the Underwriters’ Warrants shall be made on a Closing Date Underwriter or of any such Underwriter or selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilutionforegoing lock-up restrictions.

Underwriters’ Warrants. The On the Firm Closing Date (which term is defined in paragraph 3.4, below) the Company hereby agrees to will issue and sell to the Representative (and/or its permitted designees) on a Closing DateUnderwriter, a warrant or warrants, as applicable (in the form attached as Exhibit A heretoat an aggregate price of $100, the “Underwriters’ Warrant”) to Underwriter's Unit Warrants for the purchase the number of Ordinary Shares 170,000 Units (which is equal to seven percent (7%) 10% of the total number of Firm Shares and Option Shares, if any, issued Units sold in the Offering), at an exercise price of $5.70 per share (120% of the Offering (“Warrant Shares”Price). The Underwriters’ Warrants will be exercisable at any time and from time to time, in whole or in part, during the five (5) year period commencing six (6) months from the commencement of sales of the Offering, at an initial exercise price equal to 125% of the price per share paid by investors in the Offering. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Underwriter's Unit Warrants shall be made on a Closing Date exercisable during the period commencing one year and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 ending 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 expenseDate. The Underwriters’ Underwriter's Unit Warrants shall further provide for adjustment in contain the number terms and price provisions hereinbelow more fully described and as set forth more particularly therein, including, but not limited to, provisions protecting the holder(s) against dilution by reason of such warrants stock dividends, stock splits, combinations, recapitalization, mergers and consolidations or otherwise, provisions relating to registration rights (both one demand and unlimited "piggy back" registration rights) with respect to the shares of Common Stock included within the Underwriter's Unit Warrants and the Ordinary Share underlying shares of Common Stock issuable upon exercise of the Warrants included within the Underwriter's Unit Warrants, and such Warrantsother terms as are agreed upon by the Company and the Underwriter. As further provided therein, no transfer, assignment or hypothecation of the Underwriter's Unit Warrants (or of any of the Units, shares of Common Stock or Warrants included therein) in shall be made except to certain directors, officers, and employees and shareholders of the event of recapitalizationUnderwriter. The Underwriter's Unit Warrants shall be issued and sold to the Underwriter as an additional underwriting fee. The Company shall not be obligated to issue the Underwriter's Unit Warrants until the Firm Units have been issued, dividend, share split, merger or other structural transaction to prevent dilutionsold and paid for as herein provided.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a the Closing DateDate warrants (the “Underwriter’s Warrants”), a warrant or warrants, as applicable (in the form attached hereto as Exhibit A heretoIII, for the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) an aggregate of the number 900,936 shares of Firm Shares and Option SharesCommon Stock, if any, issued in the Offering (“with each Underwriter’s Warrant Shares”). The Underwriters’ Warrants will be exercisable at any time and from time to time, in whole or in part, during the five (5) year period commencing six (6) months from the commencement of sales of the Offering, at an initial exercise a price equal to 125% of the exercise price per share paid by investors in of the OfferingWarrants sold pursuant to this Agreement. The Representative Underwriter’s Warrant and the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Underwriter’s Warrants and the Warrant Shares during the one hundred eighty (180) days after shares of Common Stock issuable upon exercise thereof following the effective date (the “Effective Date”) of the Initial Registration Statement Statement. Thus, the Underwriter hereby agrees that during the six (as defined below)6) month period following the Closing Date, and by its acceptance neither the Underwriter’s Warrants nor any shares of Common Stock issuable upon exercise thereof shall agree that it will not sellbe sold, transfertransferred, assignassigned, pledge pledged or hypothecate the Underwriters’ Warrants, or any portion thereofhypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such the securities by any person for a period of one hundred eighty (180) 180 days immediately following the Effective Date to anyone Date, other than the circumstances listed under transfer of any such security as permitted by FINRA Rule 5110(e)(2)rules. Delivery of the Underwriters’ Underwriter’s Warrants shall be made on a the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a each Closing Date, a warrant or warrantsand Option Closing Date, as applicable respectively, warrants to purchase such number of ordinary shares of the Company equal to six percent (6%) of the aggregate number of the Placement Shares and Over-Subscription Shares sold in the offering (collectively “Underwriter’s Warrant”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A hereto, (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Underwriter’s Warrant SharesAgreement”). The Underwriters’ Warrants will , shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the five (5) year period commencing six (6) months from after the commencement of sales Effective Date of the Offering, Registration Statement and expiring on the five-year anniversary thereafter at an initial exercise price per ordinary share of $[____], which is equal to 125% of the price per share paid by investors Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the OfferingUnderwriter’s Warrant Agreement. The Representative Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant Agreement and the Warrant Shares underlying ordinary shares during the one hundred eighty (180) days after immediately following the effective date (the “Effective Date”) commencement of sales of the Registration Statement (as defined below), offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the offering to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) a bona fide officer or partner of the 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 Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a the Closing Date, a warrant or warrants, as applicable Date warrants to purchase such number of ordinary shares of the Company equal to 7% of the gross payment amount to be disbursed to the Company on Closing Date for the Securities divided by the Purchase Price (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). The Underwriters’ Warrants will Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriters’ Warrant Agreement”), shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) year period commencing six (6) months 181st day from the commencement of sales effective date of the Offering, Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price per ordinary share of $5.00, which is equal to 125100% of the price per share paid by investors in Purchase Price of the OfferingSecurities. The Representative Underwriters’ Warrant shall include a “cashless” exercise feature, and shall contain provisions for “piggyback” registration rights until expiration or until the shares underlying the warrants are eligible for resale pursuant to an exemption from registration. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Warrant Agreement and the Warrant Shares underlying ordinary shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) a bona fide officer or partner of the 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 Underwriters’ Warrants Warrant Agreement shall be made on a the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a Closing Date, as defined in Section 3(c) herein, a warrant or warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the a number of Ordinary Shares equal to seven percent (7%) 5% of the number of Firm Shares and Option Shares, if any, issued in Underwritten Units (including the Offering over-allotment option) on Closing Date (“Warrant SharesUnderwriter’s Warrant”). The Underwriters’ Warrants will Underwriter’s Warrant, in the form attached hereto as Exhibit B, shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the five commencing nine (5) year period commencing six (69) months from the commencement date of sales listing and expiring on the third anniversary from the effectiveness of the Offering, Offering at an initial exercise price equal to 125100% of the price per share paid by investors in Per Unit Price (as defined below) of the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the Warrant underlying Ordinary Shares during the one hundred eighty (180) days after following the effective date (the “Effective Date”) of effectiveness or commencement of sales of the Registration Statement (as defined below), Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date following the date of effectiveness or commencement of sales of the Offering to anyone other than the circumstances listed under FINRA Rule 5110(e)(25110(g)(2). Delivery of the Underwriters’ Underwriter’s Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The On the Firm Closing Date (which term is defined in paragraph 3.4, below) the Company hereby agrees to will issue and sell to the Representative Underwriter, at an aggregate price of $100, the Underwriter's Warrants for the purchase of 170,000 shares of Common Stock (and/or its permitted designees) on a Closing Date, a warrant or warrants, as applicable (which is equal to 5% of the total number of the securities comprising the Firm Units sold in the form attached as Exhibit A heretoOffering), the “Underwriters’ Warrant”) to purchase the number at an exercise price of Ordinary Shares equal to seven percent $5.70 per Share (7%) 120% of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”Price). The Underwriters’ Warrants will be exercisable at any time and from time to time, in whole or in part, during the five (5) year period commencing six (6) months from the commencement of sales of the Offering, at an initial exercise price equal to 125% of the price per share paid by investors in the Offering. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Underwriter's Warrants shall be made on a Closing Date exercisable during the period commencing one year and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 ending 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 expenseDate. The Underwriters’ Underwriter's Unit Warrants shall further provide for adjustment contain the terms and provisions hereinbelow more fully described and as set forth more particularly therein, including, but not limited to, provisions protecting the holder(s) against dilution by reason of stock dividends, stock splits, combinations, recapitalization, mergers and consolidations or otherwise (which antidilution rights shall be no more favorable to the Underwriter than such rights set forth in the number Warrants included in the Units sold to the public), provisions relating to registration rights (both on demand and, until the seventh anniversary of the Effective Date, unlimited "piggy back" registration rights) with respect to the shares of Common Stock included within the Underwriter's Warrants, and price of such warrants (other terms as are agreed upon by the Company and the Ordinary Share underlying such WarrantsUnderwriter. As further provided therein, no transfer, assignment or hypothecation of the Underwriter's Warrants (or of any of the shares of Common Stock subject thereto) in shall be made except to certain directors, officers, and employees and shareholders of the event of recapitalizationUnderwriter after one year from the Effective Date. The Underwriter's Warrants shall be issued and sold to the Underwriter as an additional underwriting fee. The Company shall not be obligated to issue the Underwriter's Warrants until the Firm Units have been issued, dividend, share split, merger or other structural transaction to prevent dilutionsold and paid for as herein provided.

Underwriters’ Warrants. The Company hereby agrees to issue In addition to the Representative (and/or its permitted designees) Selling Commission, on a the Closing Date and Additional Closing Date, a warrant the Company shall issue and sell to the underwriters or warrantstheir designees warrants to purchase an aggregate number of shares of our Common Stock equal to 8.0% of the number of shares of Common Stock issued in this initial public offering (excluding shares of Common Stock sold to cover over-allotments, as applicable if any), at an exercise price per share equal to 125% of the initial public offering price (the “Underwriters’ Warrants”). Pursuant to the Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A hereto(the “Underwriter’s Warrant Agreement”), the “Underwriters’ Warrant”) to purchase Warrants and the number underlying shares of Ordinary Shares equal to seven percent (7%) Common Stock will not be exercised exercise, sold, transferred, assigned, or hypothecated or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the number Underwriters’ Warrants by any person for a period of Firm Shares and Option Shares, if any, issued 180 days from the closing date of the offering in the Offering (“Warrant Shares”)accordance with FINRA Rule 5110. The Underwriters’ Warrants will be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing 180 days after the five Closing Date or Additional Closing Date as the case may be, after it is issued (5the “Commencement Date”) and expiring on the five-year period commencing six (6) months from the commencement of sales anniversary of the Offering, Issue Date at an initial exercise price per share of Common Stock equal to 125% one hundred twenty-five percent (125.0%) of the price per share paid by investors Purchase Price of the Shares in the Offering. The Representative Underwriter’s Warrant Agreement and Underwriter Warrant Shares are hereinafter referred to together as the “Underwriter’s Securities.” Each of the Underwriters understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares Underwriter’s Securities during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Issue Date and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’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 one hundred eighty (180) days following the Effective Issue Date to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2). Delivery Offering, or (ii) a bona fide officer or partner of the Underwriters’ Warrants shall be made on a Closing Date Underwriter or of any such Underwriter or selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilutionforegoing lock-up restrictions.

Underwriters’ Warrants. The Company hereby agrees to issue In addition to the Representative (and/or its permitted designees) Selling Commission, on a the Closing Date and Additional Closing Date, a warrant the Company shall issue and sell to the Underwriters or warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) their designees warrants to purchase the an aggregate number of Ordinary Shares shares of our Common Stock equal to seven percent (7%) 8.0% of the number of Firm Shares and Option Shares, if any, shares of Common Stock issued in the Offering (excluding shares of Common Stock sold to cover over-allotments, if any), at an exercise price per share equal to 125% of the initial public offering price (the “Warrant SharesUnderwriters’ Warrants”). Pursuant to the Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), the Underwriters’ Warrants and the underlying shares of Common Stock will not be exercised exercise, sold, transferred, assigned, or hypothecated or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Underwriters’ Warrants by any person for a period of 180 days from the closing date of the Offering in accordance with FINRA Rule 5110. The Underwriters’ Warrants will be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing 180 days after the five (5) Closing Date or Additional Closing Date, as the case may be, after the Effective Date, and expiring on the five-year period commencing six (6) months from the commencement of sales anniversary of the Offering, Effective Date at an initial exercise price per share of Common Stock equal to 125% one hundred twenty-five percent (125.0%) of the price per share paid by investors Purchase Price of the Shares in the Offering. The Representative Underwriter’s Warrant Agreement and Underwriter Warrant Shares are hereinafter referred to together as the “Underwriter’s Securities.” Each of the Underwriters understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares Underwriter’s Securities during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’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 one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2). Delivery Offering, or (ii) a bona fide officer or partner of the Underwriters’ Warrants shall be made on a Closing Date Underwriter or of any such Underwriter or selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilutionforegoing lock-up restrictions.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriters (and/or its permitted their designees) on a the Closing Date or the Option Closing Date, a warrant as applicable, warrants to purchase such number of common shares of the Company equal to: (i) with respect to Shares sold to investors introduced by the Underwriters in this Offering, five percent (5%) of the gross payment amount to be disbursed to the Company on the Closing Date or warrantsthe Option Closing Date, as applicable applicable, for the Shares, and (ii) with respect to Shares sold to investors introduced by the Company in this Offering, three percent (3%) of the form attached gross payment amount to be disbursed to the Company on the Closing Date or the Option Closing Date, as Exhibit A heretoapplicable, for the Shares. divided by the purchase price of the Shares (collectively, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant SharesWarrants”). The Underwriters’ Warrants will Warrants, 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 commencing on the five (5) year period commencing six (6) months from the commencement of sales effective date of the Offering, Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price per common share of $6.30, which is equal to 125120% of the purchase price per share paid by investors in of the OfferingShares. The Underwriters’ Warrants shall include a “cashless” exercise feature and shall include a provision for “piggy-back” registration rights until expiration or until the shares underlying the warrant are eligible for resale pursuant to an exemption from registration. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares underlying common shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter, or (ii) a bona fide officer or partner of the circumstances listed under FINRA Rule 5110(e)(2)Underwriters; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrants shall be made on a the Closing Date 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. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a each Closing Date, as defined in Section 3(c) herein, a warrant or warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the a number of Ordinary Shares equal to seven percent (7%) 5% of the number of Firm Shares and Option Shares, if any, issued in the Offering Offered Securities sold on such Closing Date (“Warrant SharesUnderwriter’s Warrant”). The Underwriters’ Warrants will Underwriter’s Warrant, in the form attached hereto as Exhibit B, shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) date of issuance and expiring on the five-year period commencing six (6) months anniversary from the commencement of sales effectiveness of the Offering, Offering at an initial exercise price equal to 125% the Per Share Price (as defined below) of the price per share paid by investors in the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the underlying Ordinary Shares (such shares, the “Warrant Shares Shares”) during the one hundred eighty (180) days after following the effective date (the “Effective Date”) of effectiveness or commencement of sales of the Registration Statement (as defined below), Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant or the Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date of commencement of sales of the Offering to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ applicable Underwriter’s Warrants shall be made on a the corresponding Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a Closing DateDate or Option Closing Date (as defined below), as applicable, a warrant to purchase a number of Units equal to 1% of the gross payment amount to be disbursed to the Company on a Closing Date or warrantsOption Closing Date for the Base Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant agreement, as applicable (in the form attached hereto as Exhibit A hereto, (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant SharesAgreement”). The Underwriters’ Warrants will , shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) year period commencing six (6) months from the commencement of sales effective date of the Offering, Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price of $5.50 per Unit, which is equal to 125110% of the price per share paid by investors in Purchase Price of the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature and shall include a provision for “piggy-back” registration rights until expiration or until the shares underlying the warrant are eligible for resale pursuant to an exemption from registration. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Warrant Agreement and the Warrant Shares underlying common shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) a bona fide officer or partner of the 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 Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriters (and/or its permitted their designees) on a the Closing Date or the Option Closing Date, a warrant as applicable, warrants to purchase such number of common shares of the Company equal to: (i) with respect to Shares sold to investors introduced by the Underwriters in this Offering, five percent (5%) of the gross payment amount to be disbursed to the Company on the Closing Date or warrantsthe Option Closing Date, as applicable applicable, for the Shares, and (ii) with respect to Shares sold to investors introduced by the Company in this Offering, three percent (3%) of the form attached gross payment amount to be disbursed to the Company on the Closing Date or the Option Closing Date, as Exhibit A heretoapplicable, for the Shares. divided by the purchase price of the Shares (collectively, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant SharesWarrants”). The Underwriters’ Warrants will Warrants, 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 commencing on the five (5) year period commencing six (6) months from the commencement of sales effective date of the Offering, Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price per common share of $[●], which is equal to 125120% of the purchase price per share paid by investors in of the OfferingShares. The Underwriters’ Warrants shall include a “cashless” exercise feature and shall include a provision for “piggy-back” registration rights until expiration or until the shares underlying the warrant are eligible for resale pursuant to an exemption from registration. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares underlying common shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter, or (ii) a bona fide officer or partner of the circumstances listed under FINRA Rule 5110(e)(2)Underwriters; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrants shall be made on a the Closing Date 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. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to On the Representative Closing Date (and/or its permitted designees) on a Closing Date, a warrant or warrants, as applicable (in the form attached as Exhibit A heretodefined herein), the “Underwriters’ Warrant”) Company shall further issue and sell to you or, at your direction, to your bona fide officers and directors, warrants entitling the holders thereof to purchase 75,000 shares of Common Stock (the "Underwriter's Warrants") for a purchase price of $.001 per Underwriter's Warrant. The Underwriter's Warrants are exercisable at any time during the five year period commencing on the effective date of the Registration Statement (the "Term"), at a price of $6.00 per share (i.e., 120% of the public offering price). For a period of one (1) year after the effective date of the Registration Statement, the Underwriter's Warrants and underlying securities may not be sold, assigned, transferred, pledged or hypothecated except to officers of the Underwriter or members of the selling group. Such transfers will only be made if they do not violate the registration provisions of the Securities Act. The total number of Ordinary Shares equal to seven Underwriter's Warrants which may be purchased will be ten percent (710%) of the number of Firm Shares sold in the offering. The Underwriter's Warrants shall contain terms and Option Sharesprovisions as set forth more particularly in the Underwriter's Warrant Agreement including, but not limited to, provisions protecting the holders against dilution by reason of the issuance of securities below the exercise price, stock dividends, stock splits, combinations, recapitalizations, mergers and consolidations or otherwise and such other terms as are agreed upon by the Company and you. As provided in the Underwriter's Warrant Agreement, you may designate that the Underwriter's Warrants be issued in varying amounts directly to your officers and not the Underwriters, and to other underwriters, if any, and their designees. Such designation will be made by you only if you determine that such issuances would not violate the interpretation of the Board of Governors of the NASD relating to the review of corporate financing arrangements. At any time during the Term, other than at a time when the Warrant Securities (as defined below) are already covered for sale or resale by an effective and current registration statement that permits the method of distribution desired by the holders thereof, the Underwriters or the then holders of a majority of the then outstanding Underwriters' Warrants and shares of Common Stock issued upon the exercise of the Underwriters' Warrants (collectively, the "Warrant Securities"), shall have the right to require the Company (i) to prepare and file with the Commission up to two new registration statements under the Securities Act (or, in lieu of either, a post-effective amendment or amendments to the Registration Statement, if then permitted under the Securities Act), covering all or any portion of the Warrant Securities and to use its best efforts to obtain promptly and maintain the effectiveness thereof for at least one hundred twenty (120) days and (ii) to register or qualify the subject Warrant Securities for sale in up to ten (10) states identified by the Underwriters or such holders. The Company shall bear all expenses, other than expenses of the Underwriter counsel, incurred in the Offering preparation and filing of the first such registration statement or post-effective amendment (“and related state registrations, to the extent permitted by applicable law) and the furnishing of copies of the preliminary and final prospectus thereof to the Underwriters or such holders of Warrant Shares”)Securities. The Underwriters’ Warrants will expenses of any second such registration statement or post-effective amendment (and matters attendant thereto) shall be exercisable borne by the Underwriters or the holders requiring the same. In addition, if at any time and from time to time, in whole or in part, during the five (5) year period commencing six (6) months from years after the commencement of sales effective date of the OfferingRegistration Statement, at an initial exercise price equal the Company shall prepare and file one or more post-effective amendments to 125% the Registration Statement, or new registration statements under the Securities Act, with respect to a public offering of equity or debt securities of the price per share paid Company, or of any such securities of the Company held by investors its shareholders, the Company will include in any such post-effective amendment such information as may be required to permit a public offering of the Warrant Securities held by the Underwrites and their designees or transferees or will include in any such new registration statement such information as is required, and such number of Warrant Securities held by the Underwriters and its designees or transferees as may be requested, to permit a public offering of the Warrant Securities so requested; provided, however, that if, in the Offering. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring written opinion of the Underwriters’ Warrants and Company's managing underwriter, if any, for such offering, the inclusion of the Warrant Shares during Securities requested to be registered, when added to the one hundred eighty (180) securities being registered by the Company, will exceed the maximum amount of the Company's securities which can be marketed without otherwise materially and adversely affecting the entire offering, then the Company may exclude from such offering all or any portion of the Warrant Securities requested to be so registered, but only if no securities are included in such post-effective amendment or registration statement other than securities being sold for the account of the Company. Each holder of Warrant Securities for the account of which any such securities are included in such registration statement shall agree, if requested by the Company with respect to an offering by the Company of its own securities, not to sell any other shares of Common Stock or securities through which Common Stock may be acquired, for a period of 90 days after the effective date of such post-effective amendment or new registration statement; provided that in no event shall the restriction imposed on such holders be greater than those required of other selling shareholders. The Company shall bear all fees and expenses incurred by it in connection with the preparation and filing of such post-effective amendment or new registration statement. In the event of any such proposed registration, the Company shall furnish the then holders of outstanding Warrant Securities with not less than thirty (30) days' written notice prior to the “Effective Date”proposed date of filing of such post-effective amendment or new registration statement. Such notice shall continue to be given by the Company to such holders of outstanding Warrant Securities until such time as all of the Warrant Securities have been registered. The holders of the Warrant Securities shall exercise the "piggy-back" rights provided for herein by giving written notice, within twenty (20) days of receipt of the Company's notice of its intention to file a post-effective amendment or new registration statement. The Underwriters' Warrants shall be transferable after one year from the effective date of the Registration Statement pursuant to available exemptions from registration (as defined below)if not otherwise covered by an effective registration statement) under the Securities Act, and by its acceptance thereof shall agree provided, however, that it the Underwriters' Warrant may not be transferred to a direct competitor of the Company without the Company's prior written consent. Further, the Underwriters will not sell, transfer, assign, pledge contain any untrue statement of a material fact or hypothecate the Underwriters’ Warrants, omit to state any material fact required to be stated therein or otherwise necessary to make any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 statement therein 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 Underwriters’ 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 dilutionmisleading.

Underwriters’ Warrants. The Company hereby agrees to issue to On the Representative (and/or its permitted designees) on a First Closing Date, a warrant or warrantsthe Company will issue to certain of the Underwriters (and/or their designees) warrants to purchase that number of shares of Common Stock equal to three percent (3%) of the Firm Shares (adjusted upward to the nearest whole share). On the Second Closing Date, the Company will issue to certain of the Underwriters (and/or their designees) additional warrants to purchase that number of shares of Common Stock equal to three percent (3%) of the Option Shares (adjusted upward to the nearest whole share) elected to be purchased by the Underwriters pursuant to Section 2(a)(xlv). The warrants to be issued to certain of the Underwriters on the First Closing Date and Second Closing Date pursuant to this Section 2(a)(xlv)(d) are herein collectively referred to as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase Warrants.” The Underwriters’ Warrants shall be in the number form of Ordinary Shares Exhibit B attached hereto. The Underwriters’ Warrants shall have an exercise price per share equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”)$[ · ] per Share. The Underwriters’ Warrants will be exercisable at any time and from time to time, in whole or in part, during beginning six months after the five (5) year period commencing six (6) months from the commencement of sales date of the Offering, at an initial exercise price equal to 125% Closing until the fifth anniversary of the price per share paid by investors in date of the OfferingClosing. The Representative understands Underwriters understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after the effective date of the Registration Statement (the “Effective Date”) of the Registration Statement (as defined below), and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2). Delivery offering contemplated hereby, or (ii) a bona fide officer or partner of the Underwriters’ Warrants shall be made on a Closing Date Underwriter or of any such Underwriter or selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilutionforegoing lock-up restrictions.

Underwriters’ Warrants. The Company hereby agrees to issue In addition to the Representative Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its permitted designees) on a Closing Date, for $10.00 a warrant or warrants(“Underwriter’s Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to six percent (6.0%) of the Securities sold in that Closing. Pursuant to the Underwriter’s Warrant agreement, as applicable (in the form attached hereto as Exhibit A heretoB (the “Underwriter’s Warrant Agreement”), the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Underwriter’s Warrant Shares”). The Underwriters’ Warrants will shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing one hundred eighty (180) days after the five (5) Closing Date it is issued and expiring on the five-year period commencing six (6) months from the commencement of sales anniversary of the Offering, Effective Date at an initial exercise price per share of Common Stock equal to 125% one hundred fifty percent (150.0%) of the price per share paid by investors Purchase Price of the Securities in the Offering. The Representative Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant Agreement and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’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 one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2). Delivery Offering, or (ii) a bona fide officer or partner of the Underwriters’ Warrants shall be made on a Closing Date Underwriter or of any such Underwriter or selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilutionforegoing lock-up restrictions.

Underwriters’ Warrants. The Company hereby agrees to issue issue, for a nominal consideration of $0.01 per warrant, to the Representative AC Sunshine Securities LLC (and/or its permitted designees) on a the applicable Closing DateDate and Option Closing Date (if applicable), a warrant or warrants, as applicable (substantially in the form attached as of Exhibit A attached hereto, the “Underwriters’ Warrant”) to purchase the such number of Ordinary Shares equal to seven six percent (76%) of the number of Firm Shares and Option Shares, if any, issued in Offered Securities sold by the Offering Company on such applicable Closing Date (the “Warrant SharesUnderwriters’ Warrants”), including any Ordinary Shares issued pursuant to the exercise of Over-allotment Option. The Underwriters’ Warrants will may be exercisable at any time exercised by the payment of cash or via cashless exercise and from time to timeshall be exercisable, in whole or in part, during the five (5) year period commencing six (6) months any time from the date of issuance and for a period of five years from the date of commencement of sales of the Offering, Offering at an initial exercise price of $[●] per Ordinary Share, which is equal to 125% one hundred twenty percent (120%) of the initial public offering price per share paid by investors in the Offeringof a Firm Share. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Ordinary Shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) issuable upon exercise of the Registration Statement (as defined below), and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsWarrants will be deemed compensation by FINRA, and therefore will be subject to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), neither the Underwriters’ Warrants nor any of the Ordinary Shares issued upon exercise of the Underwriters’ Warrants may be sold, transferred, assigned, pledged or any portion thereofhypothecated, 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 by any person, for a period of one hundred eighty (180) 180 days following beginning on the Effective Date date of commencement of sales of the Offering, subject to anyone other than the circumstances listed under certain exceptions as set forth in FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue In addition to the Representative Selling Commission, on each Closing Date, the Company shall issue and sell to the Underwriter (and/or its permitted designees) on a Closing Date, for $10.00 a warrant or warrants(“Underwriter’s Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to three percent (3%) of the Securities sold in that Closing. Pursuant to the Underwriter’s Warrant agreement, as applicable (in the form attached hereto as Exhibit A heretoB (the “Underwriter’s Warrant Agreement”), the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Underwriter’s Warrant Shares”). The Underwriters’ Warrants will shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing one hundred eighty (180) days after the five (5) Closing Date it is issued and expiring on the five-year period commencing six (6) months from the commencement of sales anniversary of the Offering, Effective Date at an initial exercise price per share of Common Stock equal to 125% one hundred twenty-five percent (125.0%) of the price per share paid by investors Purchase Price of the Securities in the Offering. The Representative Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant Agreement and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’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 one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2). Delivery Offering, or (ii) a bona fide officer or partner of the Underwriters’ Warrants shall be made on a Closing Date Underwriter or of any such Underwriter or selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilutionforegoing lock-up restrictions.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative (and/or its permitted designees) on a the Closing Date, a warrant or warrants, as applicable Date warrants to purchase such number of ordinary shares of the Company equal to 4.5% of the gross payment amount to be disbursed to the Company on Closing Date for the Placement Shares divided by the Purchase Price (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). The Underwriters’ Warrants will Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriters’ Warrant Agreement”), shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the five (5) year period commencing six (6) months from the commencement of sales effective date of the Offering, Registration Statement and expiring on the two-year anniversary thereof at an initial exercise price per ordinary share of $12.00, which is equal to 125120% of the price per share paid by investors in Purchase Price of the OfferingPlacement Shares. The Underwriters’ Warrant shall include a “cashless” exercise feature, and shall contain provisions for unlimited “piggyback” registration rights until expiration. The Underwriters’ Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriters’ Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Warrant Agreement and the Warrant Shares underlying ordinary shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)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 Underwriters’ Warrants Warrant Agreement shall be made on a the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative (and/or its permitted designees) on a the Closing Date, a warrant or warrants, as applicable Date warrants to purchase such number of ordinary shares of the Company equal to 6.5% of the gross payment amount to be disbursed to the Company on Closing Date for the Placement Shares divided by the Purchase Price (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). The Underwriters’ Warrants will Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriters’ Warrant Agreement”), shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the five (5) year period commencing six (6) months from the commencement of sales effective date of the Offering, Registration Statement and expiring on the two-year anniversary thereof at an initial exercise price per ordinary share of $6.00, which is equal to 125120% of the price per share paid by investors in Purchase Price of the OfferingPlacement Shares. The Underwriters’ Warrant shall include a “cashless” exercise feature, and shall contain provisions for unlimited “piggyback” registration rights until expiration. The Underwriters’ Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriters’ Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Warrant Agreement and the Warrant Shares underlying ordinary shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)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 Underwriters’ Warrants Warrant Agreement shall be made on a the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to On the Representative (and/or its permitted designees) on a First Closing Date, a warrant the Company will issue to certain of the Underwriters (and/or their designees) warrants to purchase that number of shares of Common Stock equal to eight percent (8%) of the Firm Shares (adjusted upward to the nearest whole share), provided, that the number of Underwriters Warrants to be received shall be reduced by fifty percent (50%) with respect to purchases of Firm Shares (including purchases of Directed Shares) by any of the Company’s officers, directors, or warrants, any of their respective affiliates. The warrants to be issued to certain of the Underwriters on the First Closing Date pursuant to this Section 3(d) are herein collectively referred to as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase Warrants.” The Underwriters’ Warrants shall be in the number form of Ordinary Shares Exhibit B attached hereto. The Underwriters’ Warrants shall have an exercise price per share equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”)$4.80. The Underwriters’ Warrants will be exercisable at any time and from time to time, in whole or in part, during the five (5) year period commencing beginning six (6) months from after the commencement of sales date of the Offering, at an initial exercise price equal to 125% Closing until the fifth (5th) anniversary of the price per share paid by investors in the OfferingEffective Date (as defined below). The Representative understands Underwriters understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after the effective date of the Registration Statement (the “Effective Date”) of the Registration Statement (as defined below), and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2). Delivery offering contemplated hereby, or (ii) a bona fide officer or partner of the Underwriters’ Warrants shall be made on a Closing Date Underwriter or of any such Underwriter or selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilutionforegoing lockup restrictions.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its permitted designees) on a the Closing Date, a warrant Date for an aggregate purchase price of $100.00 one or warrants, more warrants (the “Underwriter’s Warrants”) for the purchase of an aggregate of [●] shares of Common Stock (which is equal to an aggregate of 5% of the shares of Common Stock included as applicable (Closing Securities sold in the Offering). The Underwriter’s Warrants shall be issuable pursuant to the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit A hereto, D (the “Underwriters’ WarrantUnderwriter’s Warrant Agreement”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). The Underwriters’ Warrants will be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on a date which is six months after the five (5) Effective Date and expiring on the five-year period commencing six (6) months from the commencement of sales anniversary of the Offering, Closing Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125120% of the public offering price per share paid by investors in of each Closing Share. The Underwriter’s Warrant Agreement and the Offering. shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Underwriter’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2). Delivery Offering, or (ii) a bona fide officer or partner of the Underwriters’ Warrants shall be made on a Closing Date Representative or of any such Underwriter or selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilutionforegoing lock-up restrictions.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a Closing Date, as defined in Section 3(c) herein, a warrant or warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the a number of Ordinary Shares equal to seven percent (7%) 5% of the number of Firm Shares and Option Shares, if any, issued in Underwritten Units (including the Offering over-allotment option) on Closing Date (“Warrant SharesUnderwriter’s Warrant”). The Underwriters’ Warrants will Underwriter’s Warrant, in the form attached hereto as Exhibit B, shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the five commencing nine (5) year period commencing six (69) months from the commencement date of sales effectiveness of the Offering, Registration Statement and and expiring on the third anniversary from the exercisable date at an initial exercise price equal to 125100% of the price per share paid by investors in Per Unit Price (as defined below) of the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the Warrant underlying Ordinary Shares during the one hundred eighty (180) days after following the effective date (the “Effective Date”) of effectiveness or commencement of sales of the Registration Statement (as defined below), Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date following the date of effectiveness or commencement of sales of the Offering to anyone other than the circumstances listed under FINRA Rule 5110(e)(25110(g)(2). Delivery of the Underwriters’ Underwriter’s Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a Closing Date or Option Closing Date, as applicable, a warrant to purchase a number of Shares equal to 6.5% of the gross payment amount to be disbursed to the Company on a Closing Date or warrantsOption Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant agreement, as applicable (in the form attached hereto as Exhibit A hereto, (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant SharesAgreement”). The Underwriters’ Warrants will , shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) year period commencing six (6) months from the commencement of sales effective date of the Offering, Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price of $[ ] per share, which is equal to 125110% of the price per share paid by investors in Purchase Price of the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Warrant and the Warrant Shares underlying shares of common stock during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) a bona fide officer or partner of the 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 Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a each Closing Date, as defined in Section 3(c) herein, a warrant or warrantsto purchase a number of Common Stocks equal to 10% of the Offered Securities sold on such Closing Date (“Underwriter’s Warrant”). The Underwriter’s Warrant, as applicable (in the form attached hereto as Exhibit A heretoB, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). The Underwriters’ Warrants will shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) date of issuance and expiring on the five-year period commencing six (6) months anniversary from the commencement of sales effectiveness of the Offering, Offering at an initial exercise price equal to 125120% the Per Share Price (as defined below) of the price per share paid by investors in the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the underlying Common Stocks (such shares, the “Warrant Shares Shares”) during the one hundred eighty (180) days after following the effective date (the “Effective Date”) commencement of sales of the Registration Statement (as defined below), Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant or the Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date of commencement of sales of the Offering to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ applicable Underwriter’s Warrants shall be made on a the corresponding Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a Closing Date or Option Closing Date, as applicable, a warrant to purchase a number of Shares equal to (x) 5% of the gross payment amount sourced by the Underwriter and its selling syndicate and soliciting dealers and (y) 3% of the gross payment sourced by the Company on a Closing Date or warrantsOption Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant agreement, as applicable (in the form attached hereto as Exhibit A hereto, (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant SharesAgreement”). The Underwriters’ Warrants will , shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) Effective Date and expiring on the three-year period commencing six (6) months anniversary from the commencement date of sales of the Offering, issuance at an initial exercise price equal to 125120% of the price per share paid by investors in Purchase Price of the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the Warrant Shares underlying shares of ordinary shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) a bona fide officer or partner of the 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 Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a Closing Date, as defined in Section 3(c) herein, a warrant or warrantsto purchase a number of ordinary shares equal to 6.5% of the gross proceeds on a Closing Date for the Underwritten Shares divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant, as applicable (in the form attached hereto as Exhibit A heretoA, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). The Underwriters’ Warrants will shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) date of issuance and expiring on the five-year period commencing six (6) months anniversary from the commencement of sales effective date of the Offering, Offering (the “Effective Date”) at an initial exercise price equal to 125% the Purchase Price of the price per share paid by investors in the OfferingUnderwritten Shares. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the Warrant underlying Ordinary Shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(e)(25110(g)(2). Delivery of the Underwriters’ Warrants Underwriter’s Warrant shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue issue, for a nominal consideration of $0.01 per warrant, to the Representative AC Sunshine Securities LLC (and/or its permitted designees) on a the applicable Closing DateDate and Option Closing Date (if applicable), a warrant or warrants, as applicable (substantially in the form attached as of Exhibit A attached hereto, the “Underwriters’ Warrant”) to purchase the such number of Ordinary Shares equal to seven four and a half percent (74.5%) of the number of Firm Shares and Option Shares, if any, issued in Offered Securities sold by the Offering Company on such applicable Closing Date (the “Warrant SharesUnderwriters’ Warrants”), including any Ordinary Shares issued pursuant to the exercise of Over-allotment Option. The Underwriters’ Warrants will may be exercisable at any time exercised by the payment of cash or via cashless exercise and from time to timeshall be exercisable, in whole or in part, during the five (5) year period commencing six (6) months any time from the date of issuance and for a period of five years from the date of commencement of sales of the Offering, Offering at an initial exercise price of $[●] per Ordinary Share, which is equal to 125% one hundred twenty percent (120%) of the initial public offering price per share paid by investors in the Offeringof a Firm Share. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Ordinary Shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) issuable upon exercise of the Registration Statement (as defined below), and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsWarrants will be deemed compensation by FINRA, and therefore will be subject to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), neither the Underwriters’ Warrants nor any of the Ordinary Shares issued upon exercise of the Underwriters’ Warrants may be sold, transferred, assigned, pledged or any portion thereofhypothecated, 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 by any person, for a period of one hundred eighty (180) 180 days following beginning on the Effective Date date of commencement of sales of the Offering, subject to anyone other than the circumstances listed under certain exceptions as set forth in FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Representative Underwriter (and/or its permitted designees) on a the Closing Date, a warrant or warrants, as applicable Date (in the form attached as Exhibit A hereto, the “Underwriters’ WarrantUnderwriter’s Warrants”) to three-year warrants for the purchase the of a number of Ordinary the Underwritten Shares equal to seven five percent (75.0%) of the number of Firm the sum of the Underwritten Shares and Option Shares, if any, issued in the Offering (the “Underwriter’s Warrant Shares”). The Underwriters’ Warrants will be exercisable at any time and from time , pursuant to time, a warrant in whole or in part, during the five (5) year period commencing six (6) months from the commencement of sales of the Offeringform attached hereto as Exhibit A, at an initial exercise price equal to 125of $ [ ] (or 100% of the public offering price per share paid by investors in the OfferingUnderwritten Share). The Representative Underwriter’s Warrants and the Underwriter’s Warrant Shares are hereinafter collectively referred to together as the “Underwriter’s Securities” and together with the Underwritten Shares, the “Securities”). The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Underwriter’s Warrants and the Underwriter’s Warrant Shares during the one hundred eighty (180) days day period after the effective date (commencement of sales in the “Effective Date”) of the Registration Statement (as defined below), Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Underwriter’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date commencement of sales in the Offering to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) an officer, partner, registered person or affiliate of the Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Underwriter’s Warrants shall be made on a the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a Closing Date, as defined in Section 3(c) herein, a warrant or warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the a number of Ordinary Shares equal to seven percent (7%) % of the number of Firm Shares and Option Shares, if any, issued in the Offering Offered Securities on Closing Date (“Warrant SharesUnderwriter’s Warrant”). The Underwriters’ Warrants will Underwriter’s Warrant, in the form attached hereto as Exhibit B, shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) date of issuance and expiring on the five-year period commencing six (6) months anniversary from the commencement of sales effectiveness of the Offering, Offering at an initial exercise price equal to 125% of the price per share paid by investors in Per Share Price (as defined below) of the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the Warrant underlying Ordinary Shares during the one hundred eighty (180) days after following the effective date (the “Effective Date”) of effectiveness or commencement of sales of the Registration Statement (as defined below), Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date following the date of effectiveness or commencement of sales of the Offering to anyone other than the circumstances listed under FINRA Rule 5110(e)(25110(g)(2). Delivery of the Underwriters’ Underwriter’s Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a the Closing Date, a warrant or warrantswarrants to purchase such number of ordinary shares of the Company equal to six and one half percent (6.5%) of the aggregate number of the Placement Shares sold in the offering (collectively “Underwriter’s Warrants”). The Underwriter’s Warrant agreement, as applicable (in the form attached hereto as Exhibit A hereto, (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Underwriter’s Warrant SharesAgreement”). The Underwriters’ Warrants will , shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on a Closing Date and expiring on the five (5) five-year period commencing six (6) months from the commencement of sales anniversary of the Offering, Effective Date of the Registration Statement (as defined in Section 2.1.1 below) at an initial exercise price equal to 125% of the price per share paid by investors $5.00. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the OfferingUnderwriter’s Warrant Agreement. The Representative Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Underwriter’s Warrants and the Warrant Shares underlying ordinary shares during the one hundred eighty (180) days after immediately following the effective date (the “Effective Date”) commencement of sales of the Registration Statement (as defined below), offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Underwriter’s Warrants, or any portion thereof, or let the Underwriter’s Warrants be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the offering to anyone other than the circumstances listed under acceptable persons set forth in FINRA Rule 5110(e)(25110(g)(2)(A); and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a each Closing Date, as defined in Section 3(c) herein, a warrant or warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the a number of Ordinary Shares equal to seven percent (7%) 5% of the number of Firm Underwritten Shares and Option Shares, if any, issued in the Offering sold on such Closing Date (“Warrant SharesUnderwriter’s Warrant”). The Underwriters’ Warrants will Underwriter’s Warrant, in the form attached hereto as Exhibit B, shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) date of issuance and expiring on the five-year period commencing six (6) months anniversary from the commencement of sales effectiveness of the Offering, Offering at an initial exercise price equal to 125% the Per Share Price (as defined below) of the price per share paid by investors in the OfferingUnderwritten Shares . The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the underlying Ordinary Shares (such shares, the “Warrant Shares Shares”) during the one hundred eighty (180) days after following the effective date (the “Effective Date”) of effectiveness or commencement of sales of the Registration Statement (as defined below), Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant or the Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date of commencement of sales of the Offering to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ applicable Underwriter’s Warrants shall be made on a the corresponding Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a the Closing Date, a warrant or warrantswarrants to purchase such number of ordinary shares of the Company equal to six and one half percent (6.5%) of the aggregate number of the Placement Shares sold in the offering (collectively “Underwriter’s Warrants”). The Underwriter’s Warrant agreement, as applicable (in the form attached hereto as Exhibit A hereto, and Exhibit B (collectively the “Underwriters’ WarrantUnderwriter’s Warrant Agreements”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). The Underwriters’ Warrants will shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on a Closing Date and expiring on the five (5) five-year period commencing six (6) months from the commencement of sales anniversary of the OfferingEffective Date of the Registration Statement (as defined in Section 2.1.1 below). For funds raised at the Minimum Amount, at an initial exercise price equal the Company will issue to 125the Underwriter a warrant to purchase up to 78,000 shares (6.5% of the 1,200,000 shares sold at the Minimum Amount) at a strike price of $5.00 per share paid by investors (100% of the offering price). For any amount raised above the Minimum Amount, the Company will issue to the Underwriter a second warrant to purchase up to 6.5% of the number of shares sold beyond the Minimum Amount at a strike price of $5.50 per share (110% of the offering price). For example, if the Maximum Amount is raised, the second warrant will be able to purchase up to 182,000 shares (6.5% of the 2,800,000 shares sold above the Minimum Amount) at a strike price of $5.50 per share. The Underwriter’s Warrants shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the OfferingUnderwriter’s Warrant Agreements. The Representative Underwriter’s Warrant Agreements and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Underwriter’s Warrants and the Warrant Shares underlying ordinary shares during the one hundred eighty (180) days after immediately following the effective date (the “Effective Date”) commencement of sales of the Registration Statement (as defined below), offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Underwriter’s Warrants, or any portion thereof, or let the Underwriter’s Warrants be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the offering to anyone other than the circumstances listed under acceptable persons set forth in FINRA Rule 5110(e)(25110(g)(2)(A); and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrants Underwriter’s Warrant Agreements shall be made on a the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriters (and/or its permitted their designees) on a the Closing Date or the Option Closing Date, a warrant as applicable, warrants to purchase such number of common shares of the Company equal to five percent (5%) of the gross payment amount to be disbursed to the Company on the Closing Date or warrantsthe Option Closing Date, as applicable applicable, for the Shares, divided by the purchase price of the Shares (in the form attached as Exhibit A heretocollectively, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant SharesWarrants”). The Underwriters’ Warrants will Warrants, 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 five commencing one (51) year period commencing six (6) months from the commencement of sales effective date of the Offering, Registration Statement (the “Effective Date”) and expiring on the five-year anniversary of the Effective Date at an initial exercise price per common share of $[●], which is equal to 125% of the purchase price per share paid by investors in of the OfferingShares. The Underwriters’ Warrants shall include a “cashless” exercise feature and shall include a provision for unlimited “piggy-back” registration rights until expiration or until the shares underlying the warrant are eligible for resale pursuant to an exemption from registration and a one time demand registration right. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares underlying common shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter, or (ii) a bona fide officer or partner of the circumstances listed under FINRA Rule 5110(e)(2)Underwriters; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrants shall be made on a the Closing Date 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. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a Closing Date or Option Closing Date, as applicable, a warrant to purchase a number of Shares equal to 6% of the gross payment amount to be disbursed to the Company on a Closing Date or warrantsOption Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant agreement, as applicable (in the form attached hereto as Exhibit A hereto, (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant SharesAgreement”). The Underwriters’ Warrants will , shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on the five (5) year period commencing six (6) months from the commencement of sales effective date of the Offering, Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price of $[ ] per share, which is equal to 125% of the price per share paid by investors in Purchase Price of the OfferingOffered Securities. The Representative Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Warrant and the Warrant Shares underlying shares of common stock during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) a bona fide officer or partner of the 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 Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The On the Closing Date, the Company hereby agrees to issue will sell to the Representative (and/or its permitted designees) on a Closing Datethe Underwriters' Warrants, a warrant for an aggregate price of the lesser of $.001 per Representative's Warrant or warrantsan aggregate of $100, as applicable (in evidencing the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) Representative's right to purchase the number equivalent of Ordinary Shares equal to seven percent (7%) 10% of the number of Firm Shares and Option Shares, if any, issued Securities sold in the Public Offering, at an exercise price of $7.20 per share of Common Stock and $.12 per Warrant (120% of the Public Offering (“Warrant Shares”Price per share of Common Stock and per Warrant). The Underwriters’ ' Warrants will be in the form of EXHIBIT A attached hereto. The Underwriters' Warrants shall be non-exercisable at any time and from time non-transferable (other than to timeofficers, consultants, partners or directors of and members of the underwriting or selling group) for a period of 12 months following the Effective Date. The Underwriters' Warrants shall be exercisable, in whole or in part, commencing 12 months after the Effective Date and for a period of four years thereafter (the "Term"). In lieu of any cash payment required by the Representative in connection with the exercise of the Underwriters' Warrants, the Underwriters' Warrants shall provide for the cashless exercise thereof. If the Underwriters' Warrants are not exercised during the five (5) year period commencing six (6) months from the commencement of sales of the OfferingTerm, at an initial exercise price equal to 125% of the price per share paid they shall, by investors in the Offeringtheir terms, automatically expire. The Representative understands Underwriters' Warrants shall contain customary anti-dilutive provisions relating to any recapitalization, stock split, stock dividend or similar event involving the Company. The Underwriters' Warrants shall also contain provisions providing for demand and agrees that there are significant restrictions pursuant "piggyback" registration rights with respect to FINRA Rule 5110 against transferring the Underwriters’ ' Warrants and the Warrant Shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below)Securities, and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the be redeemable. The Underwriters’ Warrants, or any portion thereof, or ' Warrants shall otherwise 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 transferable after one hundred eighty (180) days following year from the Effective Date pursuant to anyone other than available exemptions from registration under the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilutionSecurities Act.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriters (and/or its permitted their designees) on a the Closing Date or the Option Closing Date, a warrant or warrantsas applicable, as applicable warrants to purchase 568,000 shares of Common Stock (in the form attached as Exhibit A heretocollectively, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant SharesWarrants”). The Underwriters’ Warrants will Warrants, 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 commencing on the five (5) year period commencing six (6) months from the commencement of sales effective date of the Offering, Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price per share of $0.625, which is equal to 125% of the purchase price per share paid by investors in of the OfferingShares. The Underwriters’ Warrants shall include a “cashless” exercise feature and shall include a provision for “piggy-back” registration rights until expiration or until the shares underlying the warrant are eligible for resale pursuant to an exemption from registration. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter, or (ii) a bona fide officer or partner of the circumstances listed under FINRA Rule 5110(e)(2)Underwriters; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrants shall be made on a the Closing Date 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. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue to each of the Representative (and/or its permitted designees) and AC Sunshine Securities LLC (and/or its designees) on a the applicable Closing DateDate and Option Closing Date (if applicable), a warrant or warrantsWarrants, as applicable (substantially in the form attached as of Exhibit A attached hereto, the “Underwriters’ Warrant”) to purchase the such number of Ordinary Shares equal to seven one-half of one percent (70.5%) of the number of Firm Shares and Option Shares, if any, issued in Offered Securities sold by the Offering Company on such applicable Closing Date (the “Warrant SharesUnderwriters’ Warrants”), including any Ordinary Shares issued pursuant to the exercise of Over-allotment Option. The Underwriters’ Warrants will may be exercisable at any time exercised by the payment of cash or via cashless exercise and from time to timeshall be exercisable, in whole or in part, during the five (5) year period commencing six (6) months any time from the date of commencement of sales of the Offering, Offering and expiring on the fifth-year anniversary of the date of commencement of sales of the Offering at an initial exercise price of $[●] per Ordinary Share, which is equal to 125% one hundred twenty percent (120%) of the initial public offering price per share paid by investors in the Offeringof a Firm Share. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Ordinary Shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) issuable upon exercise of the Registration Statement (as defined below), and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsWarrants will be deemed compensation by FINRA, and therefore will be subject to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), neither the Underwriters’ Warrants nor any of the Ordinary Shares issued upon exercise of the Underwriters’ Warrants may be sold, transferred, assigned, pledged or any portion thereofhypothecated, 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 by any person, for a period of one hundred eighty (180) 180 days following beginning on the Effective Date date of commencement of sales of the Offering, subject to anyone other than the circumstances listed under certain exceptions as set forth in FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its permitted designees) on a the Closing DateDate for an aggregate purchase price of $100.00 one or more warrants (the “Underwriter’s Warrants”) (i) for the purchase of an aggregate of 13,333 shares of Common Stock (which is equal to an aggregate of 1% of the Units included as Closing Securities sold in the Offering) and (ii) in the event that the Over-Allotment Option is exercised, a warrant or warrants, for the purchase of an aggregate of 1% of the Units included as applicable Option Securities sold on the Option Closing Date (up to an aggregate of 2,000 shares of Common Stock if the Over-Allotment Option is exercised in full). The Underwriter’s Warrants shall be issuable pursuant to the Underwriter’s Warrant in the form attached hereto as Exhibit A hereto, C (the “Underwriters’ Underwriter’s Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). The Underwriters’ Warrants will be exercisable at any time and from time to timeexercisable, in whole or in part, during the five (5) year period commencing six (6) months on a date which is one hundred eighty days from the commencement of sales of the Offering, Closing Securities in connection with the Offering and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $7.50, which is equal to 125% of the public offering price per share paid by investors in of each Closing Unit. The Underwriter’s Warrants and the Offering. shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Underwriter’s Securities.” The Representative understands and agrees that there are significant lock-up restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Underwriter’s Warrants and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after from the effective date (the “Effective Date”) commencement of sales of the Registration Statement (as defined below), Closing Securities in connection with the Offering and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Underwriter’s Warrants, or any portion thereof, or have such securities be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 the Closing Securities in connection with the Offering to anyone except (i) by operation of law or by reason of reorganization of the Company; (ii) to the Representative or any underwriter or FINRA member firm participating in compliance with FINRA Rule 5110(g)(8)(C)the Offering, and immediate and unlimited “piggyback” registration rights the respective officers, partners, registered persons or affiliates thereof, if all such securities so transferred remain subject to the lock-up restriction in this Section 2.3(a) for a period the remainder of five such time period, (5iii) years after if the Effective Date at aggregate amount of securities of the Company held by the Representative or participating FINRA member firm do not exceed 1% of the Company’s expense. The Underwriters’ Warrants shall further provide for adjustment securities being offered in connection with the Offering, (iv) such securities are beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating FINRA member manages or otherwise directs investments by the fund, and participating FINRA members in the number aggregate do not own more than 10% of the equity in the fund, (v) of an issuer that meets the registration requirements of Commission Forms S-3, F-3 or F-10, (vi) if such securities are considered non-convertible or non-exchangeable debt securities acquired in a transaction related to the Offering, (vii) if such securities are considered derivative instruments acquired in connection with a hedging transaction related to the Offering and price at a fair price, (viii) such securities were acquired in a transaction meeting the requirements of FINRA Rule 5110(d), (ix) such securities were received as underwriting compensation, and are registered and sold as part of a firm commitment offering, (x) such securities are “actively-traded” (as defined in Rule 101(c)(1) of Regulation M promulgated by the Commission), (xi) such securities are transferred or sold back to the Company in a transaction exempt from registration with the Commission, or (xii) the exercise of the Underwriter’s Warrants, if such warrants and the underlying shares of Common Stock remain subject to the lock-up restriction in this Section 2.3(a) for the remainder 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 dilutiontime period.

Underwriters’ Warrants. The Company hereby agrees to issue to On the Representative (and/or its permitted designees) on a First Closing Date, a warrant the Company will issue to certain of the Underwriters (and/or their designees) warrants to purchase that number of shares of Common Stock equal to eight percent (8%) of the Firm Shares (adjusted upward to the nearest whole share), provided, that the number of Underwriters Warrants to be received shall be reduced by fifty percent (50%) with respect to purchases of Firm Shares (including purchases of Directed Shares) by any of the Company’s officers, directors, or warrants, any of their respective affiliates. The warrants to be issued to certain of the Underwriters on the First Closing Date pursuant to this Section 3(d) are herein collectively referred to as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase Warrants.” The Underwriters’ Warrants shall be in the number form of Ordinary Shares Exhibit B attached hereto. The Underwriters’ Warrants shall have an exercise price per share equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”)$______. The Underwriters’ Warrants will be exercisable at any time and from time to time, in whole or in part, during the five (5) year period commencing beginning six (6) months from after the commencement of sales date of the Offering, at an initial exercise price equal to 125% Closing until the fifth (5th) anniversary of the price per share paid by investors in the OfferingEffective Date (as defined below). The Representative understands Underwriters understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after the effective date of the Registration Statement (the “Effective Date”) of the Registration Statement (as defined below), and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2). Delivery offering contemplated hereby, or (ii) a bona fide officer or partner of the Underwriters’ Warrants shall be made on a Closing Date Underwriter or of any such Underwriter or selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilutionforegoing lockup restrictions.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriters (and/or its permitted their designees) on a the Closing Date or the Option Closing Date, a warrant as applicable, warrants to purchase such number of common shares of the Company equal to five percent (5%) of the gross payment amount to be disbursed to the Company on the Closing Date or warrantsthe Option Closing Date, as applicable applicable, for the Shares, divided by the purchase price of the Shares (in the form attached as Exhibit A heretocollectively, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant SharesWarrants”). The Underwriters’ Warrants will Warrants, 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 five commencing one (51) year period commencing six (6) months from the commencement of sales effective date of the Offering, Registration Statement (the “Effective Date”) and expiring on the five-year anniversary of the Effective Date at an initial exercise price per common share of $5.00, which is equal to 125% of the purchase price per share paid by investors in of the OfferingShares. The Underwriters’ Warrants shall include a “cashless” exercise feature and shall include a provision for unlimited “piggy-back” registration rights until expiration or until the shares underlying the warrant are eligible for resale pursuant to an exemption from registration and a one time demand registration right. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares underlying common shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter, or (ii) a bona fide officer or partner of the circumstances listed under FINRA Rule 5110(e)(2)Underwriters; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrants shall be made on a the Closing Date 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. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The Company hereby agrees to issue In addition to the Representative Selling Commission, on the Closing Date, the Company shall issue and sell to the Underwriter (and/or its permitted designees) on a Closing Date, for $10.00 a warrant or warrants(“Underwriter’s Warrant”) for the purchase of an aggregate number of shares of Common Stock of the Company equal to three percent (3%) of the Securities sold in that Closing. Pursuant to the Underwriter’s Warrant agreement, as applicable (in the form attached hereto as Exhibit A hereto(the “Underwriter’s Warrant Agreement”), the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Underwriter’s Warrant Shares”). The Underwriters’ Warrants will shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing one hundred eighty (180) days after the five (5) Closing Date it is issued and expiring on the five-year period commencing six (6) months from the commencement of sales anniversary of the Offering, Effective Date at an initial exercise price per share of Common Stock equal to 125% one hundred twenty-five percent (125.0%) of the price per share paid by investors Purchase Price of the Securities in the Offering. The Representative Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant Agreement and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’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 one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2). Delivery Offering, or (ii) a bona fide officer or partner of the Underwriters’ Warrants shall be made on a Closing Date Underwriter or of any such Underwriter or selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 Underwriters’ 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 dilutionforegoing lock-up restrictions.

Underwriters’ Warrants. (a) The Company hereby agrees to issue to the Representative (and/or its permitted designees) on a Closing Date, a warrant or warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). The Underwriters’ Underwriter’s Warrants will be non-exercisable at any time and from time to time, in whole or in part, during the five (5) year period commencing for six (6) months from the commencement of sales of the Offering, at an initial exercise price equal to 125% of the price per share paid by investors in the Offering. The Representative understands Effective Date and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares during the one hundred eighty will expire five (1805) days years after the effective date (the “Effective Date”) of the Registration Statement (as defined below)registration statement. The Underwriter’s Warrants shall not be redeemable. The Company will register the shares of Common Stock underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants may not be sold, and by its acceptance thereof shall agree that it will not selltransferred, transferassigned, assign, pledge pledged or hypothecate the Underwriters’ Warrants, or any portion thereof, hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such the securities by any person for a period of one hundred eighty (180) 180 days following the Effective Date effective date of the registration statement, except that they may be assigned, in whole or in part, to anyone other than any officer or partner of the circumstances listed under FINRA Representative and to members of the underwriting syndicate or selling group (or any officer or partner thereof), in compliance with Rule 5110(e)(25110(g). Delivery of the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ Underwriter’s Warrants may be exercised as to all or a lesser number of the underlying Ordinary Sharesshares of Common Stock, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share shares of Common Stock at the Company’s expense, an additional demand expense (in the event that the Company’s registration at statement covering the Underwriter’s Underwriters’ Warrants holder’s expense provided such demand registration rights will not be greater than five years from and the date of the commencement of sales of this Offering in compliance with FINRA Rule 5110(g)(8)(Cunderlying common stock is no longer effective), and immediate and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date effective date of the registration statement with respect to Offering at the Company’s expense. The Underwriters’ Warrants shall further provide for customary adjustment in the number and price of such warrants (and the Ordinary Share Shares of Common Stock underlying such Warrantswarrants) in the event of recapitalizationa stock split or similar event undertaken by the Company. (b) The Company shall issue the Underwriters’ Warrants to the Joint Book-Runners based on the true-up, dividendpro rata percentage, share splitof the collective amount of Shares sold by each Joint-Book Runner in the Offering. For example only, merger or other structural transaction if the Joint Book-Runners collectively sell 90% of the Shares sold in the Offering, whereby the Representative sells 55% of the Shares and Xxxxxx Partners LLC sells 35% of the Shares, then the Company shall issue Underwriters’ Warrants to prevent dilutionthe Joint-Book Runners based on each Joint Book-Runner’s percentage of the Shares sold, divided by the aggregate percentage of the Shares sold by the Joint Book-Runners. Accordingly, the Representative and Xxxxxx Partners LLC would each receive an Underwriters’ Warrant representing 61.1% (55% divided by 90%) and 38.9% (35% divided by 90%) of the aggregate amount of Underwriters’ Warrants issued to the Joint-Book Runners, respectively.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its permitted designees) on a the Closing Date, a warrant Date [for an aggregate purchase price of $100.00] one or warrants, more warrants (the “Underwriter’s Warrants”) for the purchase of an aggregate of [___] shares of Common Stock (which is equal to an aggregate of 6% of the Units included as applicable (Closing Securities sold in the Offering). The Underwriter’s Warrants shall be issuable pursuant to the Underwriter’s Warrant in the form attached hereto as Exhibit A hereto, C (the “Underwriters’ Underwriter’s Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). The Underwriters’ Warrants will be exercisable at any time and from time to timeexercisable, in whole or in part, during the five (5) year period commencing six (6) months on a date which is one hundred eighty days from the commencement of sales of the Offering, Closing Securities in connection with the Offering and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[__], which is equal to 125110% of the public offering price per share paid by investors in of each Closing Unit. The Underwriter’s Warrant and the Offering. shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Underwriter’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant and the Warrant Shares underlying shares of Common Stock during the one hundred eighty (180) days after from the effective date (the “Effective Date”) commencement of sales of the Registration Statement (as defined below), Closing Securities in connection with the Offering and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 the Closing Securities in connection with the Offering to anyone other than (i) an Underwriter or a selected dealer in compliance connection with FINRA Rule 5110(g)(8)(C)the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and immediate and unlimited “piggyback” registration rights for a period of five (5) years after only if any such transferee agrees to the Effective Date at the Company’s expense. The Underwriters’ 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 dilutionforegoing lock-up restrictions.

Underwriters’ Warrants. The On the Closing Date, the Company hereby agrees to shall issue to the Representative (and/or its permitted designees) on a Closing Date), a warrant or warrants, as applicable (in the form Exhibit B attached as Exhibit A hereto, hereto (the “Underwriters’ WarrantUnderwriter’s Warrants”) ), for the purchase of up to purchase the number an aggregate of Ordinary Shares 56,000 shares of Common Stock (which is equal to seven percent (an aggregate of 7%) % of the number of Firm Closing Shares and Option Sharessold on the Closing Date), if any, issued which Underwriter’s Warrants shall be registered in the Offering name or names, and shall be in such denominations as the Representative may request at least one (1) business day before the Closing Date. The shares of Common Stock underlying the Underwriter’s Warrants are referred to herein as the “Underwriter’s Warrant Shares”). .” The Underwriters’ Underwriter’s Warrants will shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the five commencing on a date which is one hundred eighty (5180) year period commencing six (6) months days from the commencement of sales of the OfferingClosing Shares, and expiring on the three-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $5.00, which is equal to 125% of the price per share paid by investors in the OfferingShare Closing public offering price. The Representative understands and agrees that there are significant lock-up restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Underwriter’s Warrants and the Underwriter’s Warrant Shares during the one hundred eighty (180) days after from the effective date (the “Effective Date”) commencement of sales of the Registration Statement (as defined below)Closing Shares, and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Underwriter’s Warrants, or any portion thereof, or have such securities be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 the Closing Shares to anyone except (i) by operation of law or by reason of reorganization of the Company; (ii) to the Representative or any Underwriter or FINRA member firm participating in compliance with FINRA Rule 5110(g)(8)(C)the Offering, and immediate and unlimited “piggyback” registration rights the respective officers, partners, registered persons or affiliates thereof, if all such securities so transferred remain subject to the lock-up restriction in this Section 4(f) for a period the remainder of five such time period, (5iii) years after if the Effective Date at aggregate amount of securities of the Company held by the Representative or participating FINRA member firm do not exceed 1% of the Company’s expense. The Underwriters’ Warrants shall further provide for adjustment securities being offered in connection with the offering of Closing Shares, (iv) such securities are beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating FINRA member manages or otherwise directs investments by the fund, and participating FINRA members in the number aggregate do not own more than 10% of the equity in the fund, (v) of an issuer that meets the registration requirements of Commission Forms S-3, F-3 or F-10, (vi) if such securities are considered non-convertible or non-exchangeable debt securities acquired in a transaction related to the offering and price sale of the Closing Shares, (vii) if such securities are considered derivative instruments acquired in connection with a hedging transaction related to the offering and sale of the Securities and at a fair price, (viii) such securities were acquired in a transaction meeting the requirements of FINRA Rule 5110(d), (ix) such securities were received as underwriting compensation, and are registered and sold as part of a firm commitment offering, (x) such securities are “actively-traded” (as defined in Rule 101(c)(1) of Regulation M promulgated by the Commission), (xi) such securities are transferred or sold back to the Company in a transaction exempt from registration with the Commission, or (xii) the exercise of the Underwriter’s Warrants, if such warrants and the Underwriter’s Warrant Shares remain subject to the lock-up restriction in this Section 2.3(a) for the remainder 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 dilutiontime period.

Underwriters’ Warrants. The Company hereby agrees to issue to the Representative Underwriter (and/or its permitted designees) on a each Closing Date, a warrant or warrantsand Option Closing Date, as applicable respectively, warrants to purchase such number of Class A ordinary shares of the Company equal to six percent (6%) of the aggregate number of the Placement Shares and Over-Subscription Shares sold in the offering (collectively “Underwriter’s Warrants”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A hereto, (the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Underwriter’s Warrant SharesAgreement”). The Underwriters’ Warrants will , shall be exercisable at any time and from time to timeexercisable, in whole or in part, during commencing on a Closing Date and expiring on the five (5) two-and-a-half-year period commencing six (6) months from the commencement of sales of the Offering, anniversary thereof at an initial exercise price equal to 125% of the price per share paid by investors $[4.00]. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the OfferingUnderwriter’s Warrant Agreement. The Representative Underwriter’s Warrant Agreement and Class A ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants Underwriter’s Warrant Agreement and the Warrant Shares underlying Class A ordinary shares during the one hundred eighty (180) days after immediately following the effective date (the “Effective Date”) commencement of sales of the Registration Statement (as defined below), offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the offering to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(e)(2)Offering, or (ii) a bona fide officer or partner of the 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 Underwriters’ Warrants Underwriter’s Warrant Agreement shall be made on a each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Representative Underwriter may request. The Underwriters’ 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 Underwriters’ 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.

Underwriters’ Warrants. The On the Closing Date, the Company hereby agrees to shall issue to the Representative (and/or its permitted designees) ), warrants, in the form Exhibit C attached hereto (the “Underwriter’s Warrants”), for the purchase of up to an aggregate of [______] shares of Common Stock (which is equal to an aggregate of 7% of the Closing Shares sold on a the Closing Date), (and, in the event that the Underwriters exercise the over-allotment option, on each Option Closing Date, a warrant the Company shall issue to the Representative (and/or its designees) Underwriter’s Warrants for the purchase of up to 7% of the Option Shares sold on the Option Closing Date (up to an aggregate of [_______] shares of Common Stock if such over-allotment option is exercised in full), which Underwriter’s Warrants shall be registered in the name or warrantsnames, and shall be in such denominations, as applicable the Representative may request at least one (in 1) business day before the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares Closing Date and Option SharesClosing Date, if any, issued in . The shares of Common Stock underlying the Offering (Underwriter’s Warrants are referred to herein as the “Underwriter’s Warrant Shares”). .” The Underwriters’ Underwriter’s Warrants will shall be exercisable at any time and from time to timeexercisable, in whole or in part, during the five commencing on a date which is one hundred eighty (5180) year period commencing six (6) months days from the commencement of sales of the OfferingClosing Shares and Option Shares, as applicable, and expiring on the three-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $____, which is equal to 125% of the price per share paid by investors in the OfferingClosing Purchase Price. The Representative understands understand and agrees agree that there are significant lock-up restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Underwriter’s Warrants and the Underwriter’s Warrant Shares during the one hundred eighty (180) days after from the effective date (the “Effective Date”) commencement of sales of the Registration Statement (Closing Shares and Option Shares, as defined below)applicable, and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ Underwriter’s Warrants, or any portion thereof, or have such securities be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ 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 the Closing Shares or Option Shares, as applicable, to anyone except (i) by operation of law or by reason of reorganization of the Company; (ii) to the Representative or any Underwriter or FINRA member firm participating in compliance with FINRA Rule 5110(g)(8)(C)the Offering, and immediate and unlimited “piggyback” registration rights the respective officers, partners, registered persons or affiliates thereof, if all such securities so transferred remain subject to the lock-up restriction in this Section 4(f) for a period the remainder of five such time period, (5iii) years after if the Effective Date at aggregate amount of securities of the Company held by the Representative or participating FINRA member firm do not exceed 1% of the Company’s expense. The Underwriters’ Warrants shall further provide for adjustment securities being offered in connection with the offering of Closing Shares, (iv) such securities are beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating FINRA member manages or otherwise directs investments by the fund, and participating FINRA members in the number aggregate do not own more than 10% of the equity in the fund, (v) of an issuer that meets the registration requirements of Commission Forms S-3, F-3 or F-10, (vi) if such securities are considered non-convertible or non-exchangeable debt securities acquired in a transaction related to the offering and price sale of the Closing Shares, (vii) if such securities are considered derivative instruments acquired in connection with a hedging transaction related to the offering and sale of the Securities and at a fair price, (viii) such securities were acquired in a transaction meeting the requirements of FINRA Rule 5110(d), (ix) such securities were received as underwriting compensation, and are registered and sold as part of a firm commitment offering, (x) such securities are “actively-traded” (as defined in Rule 101(c)(1) of Regulation M promulgated by the Commission), (xi) such securities are transferred or sold back to the Company in a transaction exempt from registration with the Commission, or (xii) the exercise of the Underwriter’s Warrants, if such warrants and the Underwriter’s Warrant Shares remain subject to the lock-up restriction in this Section 2.3(a) for the remainder 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 dilutiontime period.