Common use of Underwriters’ Warrants Clause in Contracts

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each Closing Date, and Option Closing Date, 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 (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after the Effective Date of the 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 Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement and the underlying ordinary shares during the one hundred eighty (180) days immediately following the commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 commencement of sales of the offering to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the 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 Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each a Closing Date, and Date or Option Closing DateDate (as defined below), respectivelyas applicable, warrants a warrant to purchase such a number of ordinary shares Units equal to 1% of the gross payment amount to be disbursed to the Company equal to six percent on a Closing Date or Option Closing Date for the Base Securities divided by the Purchase Price (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 (the “Underwriter’s Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereafter thereof at an initial exercise price per ordinary share of $[____]5.50 per Unit, which is equal to 125110% of the Purchase PricePrice of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature, feature and shall contain provisions include a provision for “piggy-back” registration rights as set forth in until expiration or until the Underwriter’s Warrant Agreementshares underlying the warrant are eligible for resale pursuant to an exemption from registration. The 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 Underwriter’s Underwriters’ Warrant Agreement and the underlying ordinary common shares during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the 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 Underwriter’s Warrant Agreement shall be made on each a Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter Underwriters (and/or its their designees) on each the Closing Date, and Date or the Option Closing Date, respectivelyas applicable, warrants to purchase such number of ordinary common shares of the Company equal to: (i) with respect to six Shares sold to investors introduced by the Underwriters in this Offering, five percent (65%) of the aggregate number gross payment amount to be disbursed to the Company on the Closing Date or the Option Closing Date, as 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 Placement gross payment amount to be disbursed to the Company on the Closing Date or the Option Closing Date, as applicable, for the Shares. divided by the purchase price of the Shares and Over-Subscription Shares sold in (collectively, the offering (collectively “Underwriter’s WarrantUnderwriters’ Warrants”). The Underwriter’s Warrant agreementUnderwriters’ Warrants, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)A, shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereafter thereof at an initial exercise price per ordinary common share of $[____●], which is equal to 125120% of the Purchase Pricepurchase price of the Shares. The Underwriter’s Warrant Underwriters’ Warrants shall include a “cashless” exercise feature, feature and shall contain provisions include a provision for “piggy-back” registration rights as set forth in until expiration or until the Underwriter’s Warrant Agreementshares underlying the warrant are eligible for resale pursuant to an exemption from registration. The Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Underwriters’ Warrants and the underlying ordinary common shares during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementUnderwriters’ 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 immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the OfferingUnderwriter, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealerUnderwriters; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement Underwriters’ Warrants shall be made on each the Closing Date and or the Option Closing Date, respectivelyas applicable, and shall be issued in the name or names and in such authorized denominations as the Underwriter Representative may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each a Closing Date, and Date or Option Closing DateDate (as defined below), respectivelyas applicable, warrants a warrant to purchase such a number of ordinary shares Units equal to 8% of the gross payment amount to be disbursed to the Company equal to six percent on a Closing Date or Option Closing Date for the Base Securities divided by the Purchase Price (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 (the “Underwriter’s Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereafter thereof at an initial exercise price per ordinary share of $[____][ ] per Unit, which is equal to 125110% of the Purchase PricePrice of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature, feature and shall contain provisions include a provision for “piggy-back” registration rights as set forth in until expiration or until the Underwriter’s Warrant Agreementshares underlying the warrant are eligible for resale pursuant to an exemption from registration. The 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 Underwriter’s Underwriters’ Warrant Agreement and the underlying ordinary common shares during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the 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 Underwriter’s Warrant Agreement shall be made on each a Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter Underwriters (and/or its their designees) on each the Closing Date, and Date or the Option Closing Date, respectivelyas applicable, warrants to purchase such number of ordinary common shares of the Company equal to six five percent (65%) of the aggregate number gross payment amount to be disbursed to the Company on the Closing Date or the Option Closing Date, as applicable, for the Shares, divided by the purchase price of the Placement Shares and Over-Subscription Shares sold in (collectively, the offering (collectively “Underwriter’s WarrantUnderwriters’ Warrants”). The Underwriter’s Warrant agreementUnderwriters’ Warrants, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)A, shall be exercisable, in whole or in part, commencing six one (61) months after year from the Effective Date effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereafter of the Effective Date at an initial exercise price per ordinary common share of $[____●], which is equal to 125% of the Purchase Pricepurchase price of the Shares. The Underwriter’s Warrant Underwriters’ Warrants shall include a “cashless” exercise feature, feature and shall contain provisions include a provision for unlimited “piggy-back” registration rights as set forth in until expiration or until the Underwriter’s Warrant Agreementshares underlying the warrant are eligible for resale pursuant to an exemption from registration and a one time demand registration right. The Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Underwriters’ Warrants and the underlying ordinary common shares during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementUnderwriters’ 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 immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the OfferingUnderwriter, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealerUnderwriters; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement Underwriters’ Warrants shall be made on each the Closing Date and or the Option Closing Date, respectivelyas applicable, and shall be issued in the name or names and in such authorized denominations as the Underwriter Representative may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each a Closing Date, and Date or Option Closing Date, respectivelyas applicable, warrants a warrant to purchase such a number of ordinary shares Shares equal to 6% of the gross payment amount to be disbursed to the Company equal to six percent on a Closing Date or Option Closing Date for the Offered Securities divided by the Purchase Price (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 (the “Underwriter’s Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereafter thereof at an initial exercise price per ordinary share of $[____]10.625 per share, which is equal to 125% of the Purchase PricePrice of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Underwriters’ Warrant Agreement and the underlying ordinary shares of common stock during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the 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 Underwriter’s Warrant Agreement shall be made on each a Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or its designees) on each the Closing Date, and Option Closing Date, respectively, warrants to Date an option (“ Underwriter’s Warrant ”) for the purchase such number of ordinary shares of the Company equal to six percent (6%) of the aggregate number 5% of the Placement Shares and Over-Subscription Shares sold in the offering (collectively “Underwriter’s Warrant”)Offering, for an aggregate purchase price of $100.00. The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the ““ Underwriter’s Warrant AgreementAgreement ”), shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Closing Date of the Registration Statement and expiring on the five-year anniversary thereafter thereof at an initial exercise price per ordinary share shares of Common Stock of $[____]5.40, which is equal to 125120% of the Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in initial public offering price of the Underwriter’s Warrant AgreementPlacement Shares. The Underwriter’s Warrant Agreement and ordinary the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the ““ Underwriter’s Warrant SecuritiesSecurities .” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 commencement of sales of the offering Effective Date to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each the Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each a Closing Date, and Option Closing Dateas defined in Section 3(c) herein, respectively, warrants a warrant to purchase such a number of ordinary shares Ordinary Shares equal to 7% of the Company equal to six percent Offered Securities on Closing Date (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 agreementWarrant, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)B, shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date date of the Registration Statement issuance and expiring on the five-year anniversary thereafter from the effectiveness of the Offering at an initial exercise price per ordinary share of $[____], which is equal to 125% of the Purchase PricePer Share Price (as defined below) of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement and the underlying ordinary shares Ordinary Shares during the one hundred eighty (180) days immediately following the date of effectiveness or commencement of sales of the offering Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the following the date of effectiveness or commencement of sales of the offering Offering to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionscircumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter’s Warrant Agreement Warrants shall be made on each a Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each the Closing Date, and Option Closing Date, respectively, Date warrants to for the purchase such number of ordinary shares of the Company equal to six seven percent (67%) of the aggregate number of the Placement Shares and Over-Subscription Shares Offering Amount sold in the offering (collectively “Underwriter’s Warrant”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after from the Effective Date effective date of the Registration Statement (the “Effective Date”) and expiring on the fivefifth-year anniversary thereafter thereof at an initial exercise price per ordinary share of $[____]5.00, which is equal to 125100% of the Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for unlimited “piggyback” registration rights as set forth in the Underwriter’s Warrant Agreementuntil expiration. The 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 Underwriter’s Warrant Agreement and the underlying ordinary shares during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each the Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Underwriter Representative (and/or its designees) on each the Closing Date, and Option Closing Date, respectively, Date for an aggregate purchase price of $100.00 one or more warrants to (the “Underwriter’s Warrants”) (i) for the purchase such number of ordinary an aggregate of 13,333 shares of the Company Common Stock (which is equal to six percent (6%) an aggregate of 1% of the aggregate number of the Placement Shares and Over-Subscription Shares Units included as Closing Securities sold in the offering Offering) and (collectively “Underwriter’s Warrant”ii) in the event that the Over-Allotment Option is exercised, for the purchase of an aggregate of 1% of the Units included as 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 agreement, in the form attached hereto as Exhibit A C (the “Underwriter’s Warrant AgreementWarrant”), shall be ) and exercisable, in whole or in part, commencing six (6) months after on a date which is one hundred eighty days from the Effective Date commencement of sales of the Registration Statement Closing Securities in connection with the Offering and expiring on the five-year anniversary thereafter of the Effective Date at an initial exercise price per ordinary share of Common Stock of $[____]7.50, which is equal to 125% of the Purchase Pricepublic offering price of each Closing Unit. The Underwriter’s Warrant shall include a “cashless” exercise feature, Warrants and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and ordinary shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter Representative understands and agrees that there are significant lock-up restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Warrants and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days immediately following from the commencement of sales of the offering 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 Underwriter’s Warrant AgreementWarrants, 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 immediately following from the commencement of sales of the offering Closing Securities in connection with the Offering to anyone other than except (i) an by operation of law or by reason of reorganization of the Company; (ii) to the Representative or any underwriter or a selected dealer FINRA member firm participating in the Offering, and 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 the remainder of such time period, (iii) if the aggregate amount of securities of the Company held by the Representative or participating FINRA member firm do not exceed 1% of the Company’s 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 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 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 (iixii) 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 exercise of the Underwriter’s Warrant Agreement shall be made on each Closing Date Warrants, if such warrants and Option Closing Date, respectively, and shall be issued the underlying shares of Common Stock remain subject to the lock-up restriction in this Section 2.3(a) for the name or names and in remainder of such authorized denominations as the Underwriter may requesttime period.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each Closing Date, and Option Closing Date, respectively, non-redeemable warrants to purchase such number of ordinary shares of the Company an amount equal to six percent five and one-half (65.5%) percent of the aggregate number of the Placement Shares sold in the Offering and the Over-Subscription Shares sold in the offering (collectively the “Underwriter’s WarrantWarrants”). The , pursuant to the Underwriter’s Warrant agreement, Agreement in the form attached hereto as Exhibit A A. The Underwriter Warrants will be exercisable commencing one hundred eighty (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6180) months days after the Effective Date commencement of sales of the Registration Statement Offering and expiring on until the five-year fifth anniversary thereafter of the effective date of the Offering, at an initial exercise price per ordinary share of $[____], which is equal to 125120% of the Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and ordinary 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 Underwriter’s Warrant Agreement and the underlying ordinary shares of common stock during the one hundred eighty (180) days immediately following the commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 commencement of sales of the offering to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the 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 Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each Closing Date, and Option Closing Date, respectively, warrants to purchase such number of ordinary shares of the Company equal to six five percent (65%) 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 (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after the Effective Date of the Registration Statement and expiring on the five-year anniversary thereafter of the Effective Date at an initial exercise price per ordinary share of $[____]_, which is equal to 125120% of the Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement and the underlying ordinary shares during the one hundred eighty (180) days immediately following the commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 commencement of sales of the offering to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the 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 Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each the Closing Date, and Option Closing Date, respectively, warrants a warrant to purchase such a number of ordinary shares of the Company Common Stock equal to six percent (6%) 4% of the aggregate total number of the Placement Shares and Over-Subscription Firm Shares sold in pursuant to the offering Offering (collectively “Underwriter’s Warrant”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A C (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six 180 days from the Closing Date (6the “Effective Date”) months after the Effective Date of the Registration Statement and expiring on the five4.5-year anniversary thereafter thereof at an initial exercise price per ordinary share of $[____]0.495 per share, which is equal to 125110% of the Purchase Pricepurchase price of the Firm Shares. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions provide for registration rights as set forth in the Underwriter’s Warrant Agreement(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’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 Underwriter’s Warrant Agreement and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 commencement of sales of the offering Effective Date to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the 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 Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each Closing Date, and Option Closing Dateas defined in Section 3(c) herein, respectively, warrants a warrant to purchase such a number of ordinary shares Ordinary Shares equal to 5% of the Company equal to six percent (6%) of the aggregate number of the Placement Shares and Over-Subscription Underwritten Shares sold in the offering on such Closing Date (collectively “Underwriter’s Warrant”). The Underwriter’s Warrant agreementWarrant, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)B, shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date date of the Registration Statement issuance and expiring on the five-year anniversary thereafter from the effectiveness of the Offering at an initial exercise price per ordinary share of $[____], which is equal to 125% the Per Share Price (as defined below) of the Purchase PriceUnderwritten Shares . The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement and the underlying ordinary shares Ordinary Shares (such shares, the “Warrant Shares”) during the one hundred eighty (180) days immediately following the date of effectiveness or commencement of sales of the offering Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant Agreementor 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 immediately following the date of commencement of sales of the offering Offering to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionscircumstances listed under FINRA Rule 5110(e)(2). Delivery of the applicable Underwriter’s Warrant Agreement Warrants shall be made on each the corresponding Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or its designees) on each the Closing Date, and Option Closing Date, respectively, Date (“Underwriter’s Warrants”) three-year warrants to for the purchase such of a number of ordinary shares of the Company Underwritten Shares equal to six five percent (65.0%) of the aggregate number of the Placement sum of the Underwritten Shares and Over-Subscription Shares sold issued in the offering Offering (collectively the “Underwriter’s WarrantWarrant Shares”). The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)A, shall be exercisable, in whole or in part, commencing six (6) months after the Effective Date of the Registration Statement and expiring on the five-year anniversary thereafter at an initial exercise price per ordinary share of $[____], which is equal to 125$ [ ] (or 100% of the Purchase Pricepublic offering price per Underwritten Share). The Underwriter’s Warrant shall include a “cashless” exercise feature, Warrants and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof Shares are hereinafter collectively referred to together as the “Underwriter’s Warrant 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 Underwriter’s Warrant Agreement Warrants and the underlying ordinary shares Underwriter’s Warrant Shares during the one hundred eighty (180) days immediately following day period after the commencement of sales of in the offering Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementWarrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of in the offering Offering to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the 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 Underwriter’s Warrant Agreement Warrants shall be made on each the Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to On the Underwriter (and/or its designees) on each Closing Date, and Option Closing Datethe Company will sell to the Representative the Underwriters' Warrants, respectivelyfor an aggregate price of the lesser of $.001 per Representative's Warrant or an aggregate of $100, warrants evidencing the Representative's right to purchase such number the equivalent of ordinary shares 10% of the Company equal to six percent (6%) of the aggregate number of the Placement Shares and Over-Subscription Shares Securities sold in the offering Public Offering, at an exercise price of $7.20 per share of Common Stock and $.12 per Warrant (collectively “Underwriter’s 120% of the Public Offering Price per share of Common Stock and per Warrant”). The Underwriter’s Warrant agreement, Underwriters' Warrants will be in the form of EXHIBIT A attached hereto as Exhibit A hereto. The Underwriters' Warrants shall be non-exercisable and non-transferable (other than to officers, consultants, partners or directors of and members of the “Underwriter’s Warrant Agreement”), 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 six (6) 12 months after the Effective Date of the 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 Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement and the underlying ordinary shares during the one hundred eighty (180) days immediately following the commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 four years thereafter (180) days immediately following the commencement "Term"). In lieu of sales of any cash payment required by the offering to anyone other than (i) an underwriter or a selected dealer Representative in connection with the Offering, or (ii) a bona fide officer or partner exercise of the Underwriter Underwriters' Warrants, the Underwriters' Warrants shall provide for the cashless exercise thereof. If the Underwriters' Warrants are not exercised during the Term, they shall, by their terms, automatically expire. The Underwriters' Warrants shall contain customary anti-dilutive provisions relating to any recapitalization, stock split, stock dividend or of any such underwriter or selected dealer; similar event involving the Company. The Underwriters' Warrants shall also contain provisions providing for demand and only if any such transferee agrees "piggyback" registration rights with respect to the foregoing lock-up restrictions. Delivery of Underwriters' Warrants and the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectivelySecurities, and shall not be issued in redeemable. The Underwriters' Warrants shall otherwise be transferable after one year from the name or names and in such authorized denominations as Effective Date pursuant to available exemptions from registration under the Underwriter may requestSecurities Act.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter Underwriters (and/or its their designees) on each the Closing Date, and Date or the Option Closing Date, respectivelyas applicable, warrants to purchase such number of ordinary common shares of the Company equal to: (i) with respect to six Shares sold to investors introduced by the Underwriters in this Offering, five percent (65%) of the aggregate number gross payment amount to be disbursed to the Company on the Closing Date or the Option Closing Date, as 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 Placement gross payment amount to be disbursed to the Company on the Closing Date or the Option Closing Date, as applicable, for the Shares. divided by the purchase price of the Shares and Over-Subscription Shares sold in (collectively, the offering (collectively “Underwriter’s WarrantUnderwriters’ Warrants”). The Underwriter’s Warrant agreementUnderwriters’ Warrants, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)A, shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereafter thereof at an initial exercise price per ordinary common share of $[____]6.30, which is equal to 125120% of the Purchase Pricepurchase price of the Shares. The Underwriter’s Warrant Underwriters’ Warrants shall include a “cashless” exercise feature, feature and shall contain provisions include a provision for “piggy-back” registration rights as set forth in until expiration or until the Underwriter’s Warrant Agreementshares underlying the warrant are eligible for resale pursuant to an exemption from registration. The Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Underwriters’ Warrants and the underlying ordinary common shares during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementUnderwriters’ 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 immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the OfferingUnderwriter, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealerUnderwriters; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement Underwriters’ Warrants shall be made on each the Closing Date and or the Option Closing Date, respectivelyas applicable, and shall be issued in the name or names and in such authorized denominations as the Underwriter Representative may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each a Closing Date, and Option Closing Date, respectively, warrants Date a warrant to purchase such a number of ordinary shares Shares equal to 7% of the gross payment amount to be disbursed to the Company equal to six percent on a Closing Date for the Offered Securities divided by the Purchase Price (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 agreementWarrant, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)A, shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereafter from the date of issuance at an initial exercise price of $ per ordinary share of $[____]share, which is equal to 125100% of the Purchase PricePrice of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Underwriters’ Warrant Agreement and the underlying ordinary shares of common stock during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the 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 Underwriter’s Warrant Agreement shall be made on each a Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue In addition to the Underwriter (and/or its designees) Selling Commission, on each the Closing Date and Additional Closing Date, the Company shall issue and Option Closing Date, respectively, sell to the underwriters or their designees warrants to purchase such number of ordinary shares of the Company equal to six percent (6%) of the an aggregate number of shares of our Common Stock equal to 8.0% of the Placement Shares and Over-Subscription Shares sold number of shares of Common Stock issued in the this initial public offering (collectively 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 “Underwriter’s WarrantUnderwriters’ Warrants”). The Pursuant to the Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), shall 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, in whole or in part, commencing six (6) months 180 days after the Effective Closing Date of or Additional Closing Date as the Registration Statement case may be, after it is issued (the “Commencement Date”) and expiring on the five-year anniversary thereafter of the Issue Date at an initial exercise price per ordinary share of $[____], which is Common Stock equal to 125% one hundred twenty-five percent (125.0%) of the Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth Price of the Shares in the Underwriter’s Warrant AgreementOffering. The Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof Underwriter Warrant Shares are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter Each of the Underwriters understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying ordinary shares Securities during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Issue Date and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the offering Issue Date to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue In addition to the Underwriter (and/or its designees) Selling Commission, on each the Closing Date and Additional Closing Date, the Company shall issue and Option Closing Date, respectively, sell to the Underwriters or their designees warrants to purchase such number of ordinary shares of the Company equal to six percent (6%) of the an aggregate number of shares of our Common Stock equal to 8.0% of the Placement Shares and Over-Subscription Shares sold number of 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 (collectively the “Underwriter’s WarrantUnderwriters’ Warrants”). The Pursuant to the Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), shall 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, in whole or in part, commencing six (6) months 180 days after the Closing Date or Additional Closing Date, as the case may be, after the Effective Date of the Registration Statement Date, and expiring on the five-year anniversary thereafter of the Effective Date at an initial exercise price per ordinary share of $[____], which is Common Stock equal to 125% one hundred twenty-five percent (125.0%) of the Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth Price of the Shares in the Underwriter’s Warrant AgreementOffering. The Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof Underwriter Warrant Shares are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter Each of the Underwriters understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying ordinary shares Securities during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each the Closing Date, and Option Closing Date, respectively, warrants to purchase such number of ordinary shares of the Company equal to six and one half percent (66.5%) of the aggregate number of the Placement Shares and Over-Subscription Shares sold in the offering (collectively “Underwriter’s WarrantWarrants”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A and Exhibit B (collectively the “Underwriter’s Warrant AgreementAgreements”), ) shall be exercisable, in whole or in part, commencing six (6) months after the Effective on a Closing Date of the Registration Statement and expiring on the five-year anniversary thereafter of the Effective Date of the Registration Statement (as defined in Section 2.1.1 below). For funds raised at an initial exercise price per ordinary share of $[____]the Minimum Amount, which is equal the Company will issue to 125the Underwriter a warrant to purchase up to 78,000 shares (6.5% of the Purchase Price1,200,000 shares sold at the Minimum Amount) at a strike price of $5.00 per share (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 Warrant Warrants shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant AgreementAgreements. The Underwriter’s Warrant Agreement 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 Underwriter’s Warrant Agreement Warrants and the underlying ordinary shares during the one hundred eighty (180) days immediately following the commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementWarrants, 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 commencement of sales of the offering to anyone other than (i) an underwriter or a selected dealer the acceptable persons set forth in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealerFINRA Rule 5110(g)(2)(A); and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement Agreements shall be made on each the Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each a Closing Date, and Option Closing Dateas defined in Section 3(c) herein, respectively, warrants a warrant to purchase such a number of ordinary shares Ordinary Shares equal to 7% of the Company equal to six percent Offered Securities on Closing Date (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 agreementWarrant, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)B, shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date date of the Registration Statement issuance and expiring on the five-year anniversary thereafter from the effectiveness of the Offering at an initial exercise price per ordinary share of $[____], which is equal to 125% the Per Share Price (as defined below) of the Purchase PriceOffered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement and the underlying ordinary shares Ordinary Shares during the one hundred eighty (180) days immediately following the date of effectiveness or commencement of sales of the offering Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the following the date of effectiveness or commencement of sales of the offering Offering to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionscircumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter’s Warrant Agreement Warrants shall be made on each a Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each Closing Date, and Option Closing Dateas defined in Section 3(c) herein, respectively, warrants a warrant to purchase such a number of ordinary shares Ordinary Shares equal to 7% of the Company equal to six percent Offered Securities sold on such Closing Date (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 agreementWarrant, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)B, shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date date of the Registration Statement issuance and expiring on the five-year anniversary thereafter from the effectiveness of the Offering at an initial exercise price per ordinary share of $[____], which is equal to 125% the Per Share Price (as defined below) of the Purchase PriceOffered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement and the underlying ordinary shares Ordinary Shares (such shares, the “Warrant Shares”) during the one hundred eighty (180) days immediately following the date of effectiveness or commencement of sales of the offering Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant Agreementor 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 immediately following the date of commencement of sales of the offering Offering to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionscircumstances listed under FINRA Rule 5110(e)(2). Delivery of the applicable Underwriter’s Warrant Agreement Warrants shall be made on each the corresponding Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to On the Underwriter (and/or its designees) on each First Closing Date, and Option Closing Date, respectively, the Company will issue to certain of the Underwriters (and/or their designees) warrants to purchase such that number of ordinary shares of the Company Common Stock equal to six eight percent (68%) of the aggregate 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 Placement Shares and Over-Subscription Shares sold in the offering (collectively “UnderwriterCompany’s Warrant”)officers, directors, or any of their respective affiliates. The Underwriter’s Warrant agreement, 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 the “Underwriters’ Warrants.” The Underwriters’ Warrants shall be in the form of Exhibit B attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), hereto. The Underwriters’ Warrants shall have an exercise price per share equal to $______. The Underwriters’ Warrants will be exercisable, in whole or in part, commencing exercisable beginning six (6) months after the date of the Closing until the fifth (5th) anniversary of the Effective Date of the 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 Purchase Price(as defined below). The Underwriter’s Warrant shall include a “cashless” exercise feature, Underwriters understand and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Underwriters’ Warrants and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days immediately following after the commencement of sales effective date of the offering Registration Statement (the “Effective Date”) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementUnderwriters’ 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 immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the Offeringoffering contemplated hereby, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up lockup restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to On the Underwriter (and/or its designees) on each First Closing Date, and Option Closing Date, respectively, the Company will issue to certain of the Underwriters (and/or their designees) warrants to purchase such that number of ordinary shares of the Company Common Stock equal to six three percent (63%) of the aggregate 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 Placement 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 Over-Subscription Shares sold Second Closing Date pursuant to this Section 3(d) are herein collectively referred to as the “Underwriters’ Warrants.” The Underwriters’ Warrants shall be in the offering form of Exhibit B attached hereto. The Underwriters’ Warrants shall have an exercise price per share equal to $2.75 per Share. The Underwriters’ Warrants will be exercisable beginning six months after the date of the Closing until the fifth anniversary of the Effective Date (collectively “Underwriter’s Warrant”as defined below). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after the Effective Date of the Registration Statement Underwriters understand and expiring on the five-year anniversary thereafter at an initial exercise price per ordinary share of $[____], which is equal to 125% of the Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Underwriters’ Warrants and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days immediately following after the commencement of sales effective date of the offering Registration Statement (the “Effective Date”) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementUnderwriters’ 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 immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the Offeringoffering contemplated hereby, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each Closing Date, and Option Closing Dateas defined in Section 3(c) herein, respectively, warrants a warrant to purchase such a number of ordinary shares Common Stocks equal to 5% of the Company equal to six percent Offered Securities sold on such Closing Date (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 agreementWarrant, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)B, shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date date of the Registration Statement issuance and expiring on the five-year anniversary thereafter from the effectiveness of the Offering at an initial exercise price per ordinary share of $[____], which is equal to 125120% the Per Share Price (as defined below) of the Purchase PriceOffered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement and the underlying ordinary shares Common Stocks (such shares, the “Warrant Shares”) during the one hundred eighty (180) days immediately following the commencement of sales of the offering Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant Agreementor 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 immediately following the date of commencement of sales of the offering Offering to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionscircumstances listed under FINRA Rule 5110(e)(2). Delivery of the applicable Underwriter’s Warrant Agreement Warrants shall be made on each the corresponding Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each the Closing Date, and Option Closing Date, respectively, Date warrants to purchase such number of ordinary shares of the Company equal to six percent (6%) 7% of the aggregate number of gross payment amount to be disbursed to the Placement Shares and Over-Subscription Shares sold in Company on Closing Date for the offering Securities divided by the Purchase Price (collectively “Underwriter’s Underwriters’ Warrant”). The Underwriter’s Underwriters’ Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date 181st day from the effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereafter thereof at an initial exercise price per ordinary share of $[____]5.00, which is equal to 125100% of the Purchase PricePrice of the Securities. The Underwriter’s Underwriters’ Warrant shall include a “cashless” exercise feature, and shall contain provisions for “piggyback” registration rights as set forth in until expiration or until the Underwriter’s Warrant Agreementshares underlying the warrants are eligible for resale pursuant to an exemption from registration. The 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 Underwriter’s Underwriters’ Warrant Agreement and the underlying ordinary shares during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Underwriters’ Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the 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 Underwriter’s Underwriters’ Warrant Agreement shall be made on each the Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each a Closing Date, and Option Closing Date, respectively, warrants a warrant to purchase such a number of ordinary shares of the Company Common Stock equal to six percent (6%) 3% of the aggregate total number of the Placement Shares and Over-Subscription Shares sold in pursuant to the offering Offering (collectively “Underwriter’s Warrant”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after one-year from the Effective Date effective date of the Registration Statement Supplement (the “Effective Date”) and expiring on the five-year anniversary thereafter thereof at an initial exercise price of $0.875 per ordinary share of $[____]Common Stock, which is equal to 125% of the Purchase PricePrice of the Shares. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement and the shares of Common Stock underlying ordinary shares such warrant (the “Warrant Shares”) during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer engaged by the Underwriter (a “Selected Dealer”) in connection with the 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 restrictionsSelected Dealer. Delivery of the Underwriter’s Warrant Agreement shall be made on each a Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter Representative (and/or its permitted designees) on each a Closing Date, and Option Closing Datea warrant or warrants, respectivelyas applicable (in the form attached as Exhibit A hereto, warrants the “Underwriters’ Warrant”) to purchase such the number of ordinary shares of the Company Ordinary Shares equal to six seven percent (67%) of the aggregate number of the Placement Firm Shares and Over-Subscription Shares sold Option Shares, if any, issued in the offering Offering (collectively “Underwriter’s WarrantWarrant Shares”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), shall Underwriters’ Warrants will be exercisableexercisable at any time and from time to time, in whole or in part, during the five (5) year period commencing six (6) months after from the Effective Date commencement of sales of the Registration Statement and expiring on the five-year anniversary thereafter Offering, at an initial exercise price per ordinary share of $[____], which is equal to 125% of the Purchase Priceprice per share paid by investors in the Offering. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Underwriters’ Warrants and the underlying ordinary shares Warrant Shares during the one hundred eighty (180) days immediately following after the commencement of sales effective date (the “Effective Date”) of the offering Registration Statement (as defined below), and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementUnderwriters’ 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 immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionscircumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriter’s Warrant Agreement Underwriters’ Warrants shall be made on each a Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter 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 Underwriter (and/or its designees) on each First Closing Date, and Option Closing Date, respectively, the Company will issue to certain of the Underwriters (and/or their designees) warrants to purchase such that number of ordinary shares of the Company Common Stock equal to six three percent (63%) of the aggregate 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 Placement Option Shares and Over-Subscription Shares sold in (adjusted upward to the offering (collectively “Underwriter’s Warrant”nearest whole share) elected to be purchased by the Underwriters pursuant to Section 2(a)(xlv). The Underwriter’s Warrant agreement, 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 the “Underwriters’ Warrants.” The Underwriters’ Warrants shall be in the form of Exhibit B attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), hereto. The Underwriters’ Warrants shall have an exercise price per share equal to $[ · ] per Share. The Underwriters’ Warrants will be exercisable, in whole or in part, commencing exercisable beginning six (6) months after the Effective Date date of the Registration Statement and expiring on Closing until the five-year fifth anniversary thereafter at an initial exercise price per ordinary share of $[____], which is equal to 125% of the Purchase Pricedate of the Closing. The Underwriter’s Warrant shall include a “cashless” exercise feature, Underwriters understand and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Underwriters’ Warrants and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days immediately following after the commencement of sales effective date of the offering Registration Statement (the “Effective Date”) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementUnderwriters’ 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 immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the Offeringoffering contemplated hereby, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The In addition to the Selling Commission, on each Closing Date, the Company hereby agrees to shall issue and sell to the Underwriter (and/or its designees) on each Closing Date, and Option Closing Date, respectively, warrants to for $10.00 a warrant (“Underwriter’s Warrant”) for the purchase such of an aggregate number of ordinary shares of Common Stock of the Company equal to six three percent (63%) of the aggregate number of the Placement Shares and Over-Subscription Shares Securities sold in that Closing. Pursuant to the offering (collectively “Underwriter’s Warrant”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A B (the “Underwriter’s Warrant Agreement”), the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing six one hundred eighty (6180) months days after the Effective Closing Date of the Registration Statement it is issued and expiring on the five-year anniversary thereafter of the Effective Date at an initial exercise price per ordinary share of $[____], which is Common Stock equal to 125% one hundred twenty-five percent (125.0%) of the Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth Price of the Securities in the Underwriter’s Warrant AgreementOffering. The Underwriter’s Warrant Agreement and ordinary the 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 Underwriter’s Warrant Agreement and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter Underwriters (and/or its their respective designees) on the Closing Date (as defined below) and each Closing Date, and Option Closing Date, respectivelyas the case may be, warrants to purchase such number an aggregate of ordinary shares of the Company equal to six eight percent (68%) of the aggregate number shares of common stock issued at such closing (the Placement Shares and Over-Subscription Shares sold in the offering (collectively “Underwriter’s WarrantUnderwriters’ Warrants”). The Underwriter’s Warrant Underwriters’ Warrants agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Underwriters’ Warrants Agreement”), shall be exercisableexercisable at any time and from time to time, in whole or in part, during the four and a half-year period commencing six (6) months after from the Effective Closing Date of the Registration Statement and expiring on the five-year anniversary thereafter Offering, at an initial exercise price per ordinary share of $[____]•] per share, which is equal to 125% one hundred and ten percent (110%) of the Purchase Priceinitial public offering price of the Firm Shares issued at such closing. The Underwriter’s Warrant shall include a “cashless” exercise feature, Underwriters’ Warrants and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and ordinary shares of common stock issuable upon exercise thereof of the Underwriters’ Warrants are hereinafter referred to together collectively as the “Underwriter’s Warrant Underwriters’ Securities.” The Underwriter understands Underwriters understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Underwriters’ Warrants and the underlying ordinary shares of common stock during the one hundred eighty (180) days immediately following day period after the commencement of sales effective date of the offering 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 Underwriter’s Warrant AgreementUnderwriters’ 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 immediately following the commencement of sales effective date of the offering Registration Statement to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter Representative or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter Representative (and/or its permitted designees) on each a Closing Date, and Option Closing Datea warrant or warrants, respectivelyas applicable (in the form attached as Exhibit A hereto, warrants the “Underwriters’ Warrant”) to purchase such the number of ordinary shares of the Company Ordinary Shares equal to six seven percent (67%) of the aggregate number of the Placement Firm Shares and Over-Subscription Shares sold Option Shares, if any, issued in the offering Offering (collectively “Underwriter’s WarrantWarrant Shares”). The Underwriter’s Warrant agreementNotwithstanding the foregoing, in the form attached hereto as Exhibit A 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 for a term of five (5) years from the effective date (the “Underwriter’s Warrant AgreementEffective Date”), shall be exercisable, in whole or in part, commencing six (6) months after the Effective Date of the Registration Statement and expiring on the five-year anniversary thereafter (as defined below), at an initial exercise price per ordinary share of $[____], which is equal to 125% of the Purchase Priceprice per share paid by investors in the Offering. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Underwriters’ Warrants and the underlying ordinary shares Warrant Shares during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementUnderwriters’ 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 immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionscircumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriter’s Warrant Agreement Underwriters’ Warrants shall be made on each a Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter 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 On the Closing Date, the Company hereby agrees to shall issue to the Underwriter Representative (and/or its 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 the Closing Date), and, in the event that the Underwriters exercise the over-allotment option, on each Option Closing Date, 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 each the Option Closing DateDate (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 names, and shall be in such denominations, as the Representative may request at least one (1) business day before the Closing Date and Option Closing Date, respectively, warrants to purchase such number of ordinary if any. The shares of Common Stock underlying 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 Warrants are referred to herein as Exhibit A (the “Underwriter’s Warrant Agreement”), Shares.” The Underwriter’s Warrants shall be exercisable, in whole or in part, commencing six on a date which is one hundred eighty (6180) months after days from the Effective Date commencement of sales of the Registration Statement Closing Securities and Option Securities, as applicable, and expiring on the five-year anniversary thereafter of the Effective Date at an initial exercise price per ordinary share of Common Stock of $[____]4.15, which is equal to 125% of the Unit Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter Representative understands and agrees that there are significant lock-up restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Warrants and the underlying ordinary shares Underwriter’s Warrant Shares during the one hundred eighty (180) days immediately following from the commencement of sales of the offering Closing Securities and Option Securities, as applicable, and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementWarrants, 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 immediately following from the commencement of sales of the offering Closing Securities or Option Securities, as applicable, to anyone other than except (i) an underwriter by operation of law or a selected dealer by reason of reorganization of the Company; (ii) to the Representative or any Underwriter or FINRA member firm participating in the Offering, and 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 the remainder of such time period, (iii) if the aggregate amount of securities of the Company held by the Representative or participating FINRA member firm do not exceed 1% of the Company’s securities being offered in connection with the Offeringoffering 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 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 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 (iixii) 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 exercise of the Underwriter’s Warrants, if such warrants and the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued Shares remain subject to the lock-up restriction in this Section 2.3(a) for the name or names and in remainder of such authorized denominations as the Underwriter may requesttime period.

Underwriters’ Warrants. The On the Closing Date, the Company hereby agrees to shall issue to the Underwriter Representative (and/or its 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 the Closing Date), (and, in the event that the Underwriters exercise the over-allotment option, on each Option Closing Date, 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 each the Option Closing DateDate (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 names, and shall be in such denominations, as the Representative may request at least one (1) business day before the Closing Date and Option Closing Date, respectively, warrants to purchase such number of ordinary if any. The shares of Common Stock underlying 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 Warrants are referred to herein as Exhibit A (the “Underwriter’s Warrant Agreement”), Shares.” The Underwriter’s Warrants shall be exercisable, in whole or in part, commencing six on a date which is one hundred eighty (6180) months after days from the Effective Date commencement of sales of the Registration Statement Closing Shares and Option Shares, as applicable, and expiring on the fivethree-year anniversary thereafter of the Effective Date at an initial exercise price per ordinary share of Common Stock of $[____], which is equal to 125% of the Closing Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, Representative understand and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 agree that there are significant lock-up restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Warrants and the underlying ordinary shares Underwriter’s Warrant Shares during the one hundred eighty (180) days immediately following from the commencement of sales of the offering Closing Shares and Option Shares, as applicable, and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementWarrants, 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 immediately following from the commencement of sales of the offering Closing Shares or Option Shares, as applicable, to anyone other than except (i) an underwriter by operation of law or a selected dealer by reason of reorganization of the Company; (ii) to the Representative or any Underwriter or FINRA member firm participating in the Offering, and 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 the remainder of such time period, (iii) if the aggregate amount of securities of the Company held by the Representative or participating FINRA member firm do not exceed 1% of the Company’s securities being offered in connection with the Offeringoffering 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 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 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 (iixii) 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 exercise of the Underwriter’s Warrants, if such warrants and the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued Shares remain subject to the lock-up restriction in this Section 2.3(a) for the name or names and in remainder of such authorized denominations as the Underwriter may requesttime period.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each a Closing Date, and Date or Option Closing Date, respectivelyas applicable, warrants a warrant to purchase such a number of ordinary shares Shares equal to 6% of the gross payment amount to be disbursed to the Company equal to six percent on a Closing Date or Option Closing Date for the Offered Securities divided by the Purchase Price (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 (the “Underwriter’s Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereafter thereof at an initial exercise price per ordinary share of $[____][ ] per share, which is equal to 125% of the Purchase PricePrice of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Underwriters’ Warrant Agreement and the underlying ordinary shares of common stock during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the 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 Underwriter’s Warrant Agreement shall be made on each a Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each a Closing Date, and Option Closing Dateas defined in Section 3(c) herein, respectively, warrants a warrant to purchase such a number of ordinary shares Ordinary Shares equal to 5% of the Company equal to six percent Underwritten Units (6%including the over-allotment option) of the aggregate number of the Placement Shares and Over-Subscription Shares sold in the offering on Closing Date (collectively “Underwriter’s Warrant”). The Underwriter’s Warrant agreementWarrant, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)B, shall be exercisable, in whole or in part, commencing six nine (69) months after from the Effective Date date of the Registration Statement listing and expiring on the five-year third anniversary thereafter from the effectiveness of the Offering at an initial exercise price per ordinary share of $[____], which is equal to 125100% of the Purchase PricePer Unit Price (as defined below) of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement and the underlying ordinary shares Ordinary Shares during the one hundred eighty (180) days immediately following the date of effectiveness or commencement of sales of the offering Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the following the date of effectiveness or commencement of sales of the offering Offering to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionscircumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter’s Warrant Agreement Warrants shall be made on each a Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to On the Underwriter (and/or its designees) on each First Closing Date, and Option Closing Date, respectively, the Company will issue to certain of the Underwriters (and/or their designees) warrants to purchase such that number of ordinary shares of the Company Common Stock equal to six eight percent (68%) of the aggregate 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 Placement Shares and Over-Subscription Shares sold in the offering (collectively “UnderwriterCompany’s Warrant”)officers, directors, or any of their respective affiliates. The Underwriter’s Warrant agreement, 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 the “Underwriters’ Warrants.” The Underwriters’ Warrants shall be in the form of Exhibit B attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), hereto. The Underwriters’ Warrants shall have an exercise price per share equal to $4.80. The Underwriters’ Warrants will be exercisable, in whole or in part, commencing exercisable beginning six (6) months after the date of the Closing until the fifth (5th) anniversary of the Effective Date of the 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 Purchase Price(as defined below). The Underwriter’s Warrant shall include a “cashless” exercise feature, Underwriters understand and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Underwriters’ Warrants and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days immediately following after the commencement of sales effective date of the offering Registration Statement (the “Effective Date”) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementUnderwriters’ 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 immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the Offeringoffering contemplated hereby, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up lockup restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The On the Closing Date, the Company hereby agrees to shall issue to the Underwriter Representative (and/or its designees) on each Closing Date), and Option Closing Date, 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 agreementwarrants, in the form Exhibit B attached hereto as Exhibit A (the “Underwriter’s Warrant AgreementWarrants”), for the purchase of up to an aggregate of 56,000 shares of Common Stock (which is equal to an aggregate of 7% of the Closing Shares sold on the Closing Date), which Underwriter’s Warrants shall be registered in the 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 Underwriter’s Warrants shall be exercisable, in whole or in part, commencing six on a date which is one hundred eighty (6180) months after days from the Effective Date commencement of sales of the Registration Statement Closing Shares, and expiring on the fivethree-year anniversary thereafter of the Effective Date at an initial exercise price per ordinary share of Common Stock of $[____]5.00, which is equal to 125% of the Purchase Priceper Share Closing public offering price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter Representative understands and agrees that there are significant lock-up restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Warrants and the underlying ordinary shares Underwriter’s Warrant Shares during the one hundred eighty (180) days immediately following from the commencement of sales of the offering Closing Shares, and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementWarrants, 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 immediately following from the commencement of sales of the offering Closing Shares to anyone other than except (i) an underwriter by operation of law or a selected dealer by reason of reorganization of the Company; (ii) to the Representative or any Underwriter or FINRA member firm participating in the Offering, and 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 the remainder of such time period, (iii) if the aggregate amount of securities of the Company held by the Representative or participating FINRA member firm do not exceed 1% of the Company’s securities being offered in connection with the Offeringoffering 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 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 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 (iixii) 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 exercise of the Underwriter’s Warrants, if such warrants and the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued Shares remain subject to the lock-up restriction in this Section 2.3(a) for the name or names and in remainder of such authorized denominations as the Underwriter may requesttime period.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each Closing Date, and Option Closing Date, 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 WarrantWarrants”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after the Effective on a Closing Date of the Registration Statement and expiring on the fivetwo-and-a-half-year anniversary thereafter thereof at an initial exercise price per ordinary share of $[____4.00], which is equal to 125% of the Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement and the underlying Class A ordinary shares during the one hundred eighty (180) days immediately following the commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 commencement of sales of the offering to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the 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 Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each a Closing Date, and Date or Option Closing Date, respectivelyas applicable, warrants a warrant to purchase such a number of ordinary shares Shares equal to (x) 5% of the Company equal to six percent gross payment amount sourced by the Underwriter and its selling syndicate and soliciting dealers and (6%y) 3% of the aggregate number of gross payment sourced by the Placement Shares and Over-Subscription Shares sold in Company on a Closing Date or Option Closing Date for the offering Offered Securities divided by the Purchase Price (collectively “Underwriter’s Warrant”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date of the Registration Statement and expiring on the fivethree-year anniversary thereafter from the date of issuance at an initial exercise price per ordinary share of $[____], which is equal to 125120% of the Purchase PricePrice of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement and the underlying shares of ordinary shares during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the 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 Underwriter’s Warrant Agreement shall be made on each a Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The In addition to the Selling Commission, on the Closing Date, the Company hereby agrees to shall issue and sell to the Underwriter (and/or its designees) on each Closing Date, and Option Closing Date, respectively, warrants to for $10.00 a warrant (“Underwriter’s Warrant”) for the purchase such of an aggregate number of ordinary shares of Common Stock of the Company equal to six three percent (63%) of the aggregate number of the Placement Shares and Over-Subscription Shares Securities sold in that Closing. Pursuant to the offering (collectively “Underwriter’s Warrant”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing six one hundred eighty (6180) months days after the Effective Closing Date of the Registration Statement it is issued and expiring on the five-year anniversary thereafter of the Effective Date at an initial exercise price per ordinary share of $[____], which is Common Stock equal to 125% one hundred twenty-five percent (125.0%) of the Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth Price of the Securities in the Underwriter’s Warrant AgreementOffering. The Underwriter’s Warrant Agreement and ordinary the 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 Underwriter’s Warrant Agreement and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Underwriter Representative (and/or its designees) on each the Closing Date, and Option Closing Date, respectively, Date for an aggregate purchase price of $100.00 one or more warrants to (the “Underwriter’s Warrants”) for the purchase such number of ordinary an aggregate of [●] shares of the Company Common Stock (which is equal to six percent (6%) an aggregate of 5% of the aggregate number shares of Common Stock and the Placement Pre-Funded Warrant Shares and Over-Subscription Shares included as Closing Securities sold in the offering (collectively “Underwriter’s Warrant”Offering). The Underwriter’s Warrants shall be issuable pursuant to the Underwriter’s Warrant agreement, Agreement in the form attached hereto as Exhibit A D (the “Underwriter’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date of the Registration Statement and expiring on the five-year anniversary thereafter of the Effective Date at an initial exercise price per ordinary share of Common Stock of $[____●], which is equal to 125120% of the Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreementpublic offering price of each Closing Share. The Underwriter’s Warrant Agreement and ordinary the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 commencement of sales of the offering Effective Date to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter Representative or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each a Closing Date, and Option Closing Dateas defined in Section 3(c) herein, respectively, warrants a warrant to purchase such a number of ordinary shares equal to 6.5% of the Company equal to six percent gross proceeds on a Closing Date for the Underwritten Shares divided by the Purchase Price (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 agreementWarrant, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)A, shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date date of the Registration Statement issuance and expiring on the five-year anniversary thereafter from the effective date of the Offering (the “Effective Date”) at an initial exercise price per ordinary share of $[____], which is equal to 125% the Purchase Price of the Purchase PriceUnderwritten Shares. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement and the underlying ordinary shares Ordinary Shares during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionscircumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter’s Warrant Agreement shall be made on each a Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each Closing Date, and Option Closing Dateas defined in Section 3(c) herein, respectively, warrants a warrant to purchase such a number of ordinary shares Ordinary Shares equal to 5% of the Company equal to six percent Offered Securities sold on such Closing Date (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 agreementWarrant, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)B, shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date date of the Registration Statement issuance and expiring on the five-year anniversary thereafter from the effectiveness of the Offering at an initial exercise price per ordinary share of $[____], which is equal to 125% the Per Share Price (as defined below) of the Purchase PriceOffered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement and the underlying ordinary shares Ordinary Shares (such shares, the “Warrant Shares”) during the one hundred eighty (180) days immediately following the date of effectiveness or commencement of sales of the offering Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant Agreementor 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 immediately following the date of commencement of sales of the offering Offering to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionscircumstances listed under FINRA Rule 5110(e)(2). Delivery of the applicable Underwriter’s Warrant Agreement Warrants shall be made on each the corresponding Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each Closing Date, and Option Closing Dateas defined in Section 3(c) herein, respectively, warrants a warrant to purchase such a number of ordinary shares Ordinary Shares equal to 5% of the Company equal to six percent Offered Securities sold on such Closing Date (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 agreementWarrant, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)B, shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date date of the Registration Statement issuance and expiring on the five-year anniversary thereafter from the effectiveness of the Offering at an initial exercise price per ordinary share of $[____], which is equal to 125% the Per Share Price (as defined below) of the Purchase PriceOffered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement and the underlying ordinary shares Ordinary Shares (such shares, the “Warrant Shares”) during the one hundred eighty (180) days immediately following the date of effectiveness or commencement of sales of the offering Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant Agreementor 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 immediately following the date of commencement of sales of the offering Offering to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionscircumstances listed under FINRA Rule 5110(e)(2). Delivery of the applicable Underwriter’s Warrant Agreement Warrants shall be made on each the corresponding Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter Underwriters (and/or its their designees) on each Closing Date, and Option Closing Dateas defined in Section 3(c) herein, respectively, warrants a warrant to purchase such a number of ordinary shares Ordinary Shares equal to 7% of the Company equal to six percent (6%) of the aggregate number of the Placement Underwritten Shares and Over-Subscription Additional Shares sold in the offering on such Closing Date (collectively “Underwriter’s Underwriters’ Warrant”). The Underwriter’s Warrant agreementUnderwriters’ Warrant, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)B, shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date date of the Registration Statement issuance and expiring on the five-year anniversary thereafter from the commencement of sale of the Offering at an initial exercise price per ordinary share of $[____], which is equal to 125% of the Purchase PricePer Share Price (as defined below) of the Offered Securities. The Underwriter’s Underwriters’ Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement Underwriters understand and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrant Agreement and the underlying ordinary shares Ordinary Shares (such shares, the “Warrant Shares”) during the one hundred eighty (180) days immediately following the commencement of sales of the offering Offering and by its their acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Underwriters’ Warrant Agreementor 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 immediately following the commencement of sales of the offering Offering to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionscircumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriter’s Warrant Agreement Underwriters’ Warrants shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may requestrequest on such Closing Date.

Underwriters’ Warrants. The Company hereby agrees to issue to On the Underwriter (and/or its designees) on each First Closing Date, and Option Closing Date, respectively, the Company will issue to certain of the Underwriters (and/or their designees) warrants to purchase such that number of ordinary shares of the Company Common Stock equal to six three percent (63%) of the aggregate 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 Placement 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 Over-Subscription Shares sold Second Closing Date pursuant to this Section 3(d) are herein collectively referred to as the “Underwriters’ Warrants.” The Underwriters’ Warrants shall be in the offering form of Exhibit B attached hereto. The Underwriters’ Warrants shall have an exercise price per share equal to $[ • ] per Share. The Underwriters’ Warrants will be exercisable beginning six months after the date of the Closing until the fifth anniversary of the Effective Date (collectively “Underwriter’s Warrant”as defined below). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after the Effective Date of the Registration Statement Underwriters understand and expiring on the five-year anniversary thereafter at an initial exercise price per ordinary share of $[____], which is equal to 125% of the Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Underwriters’ Warrants and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days immediately following after the commencement of sales effective date of the offering Registration Statement (the “Effective Date”) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementUnderwriters’ 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 immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the Offeringoffering contemplated hereby, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each the Closing Date, and Option Closing Date, respectively, Date warrants to for the purchase such number of ordinary shares of the Company equal to six seven percent (67%) of the aggregate number of the Placement Shares and Over-Subscription Shares Offering Amount sold in the offering (collectively “Underwriter’s Warrant”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after from the Effective Date effective date of the Registration Statement (the “Effective Date”) and expiring on the fivefifth-year anniversary thereafter thereof at an initial exercise price per ordinary share of $[____]5.00, which is equal to 125100% of the Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for “piggyback” registration rights as set forth in 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 Underwriter’s Warrant Agreementdate of effectiveness of the registration statement. The 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 Underwriter’s Warrant Agreement and the underlying ordinary shares during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each the Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Underwriter Representative (and/or its designees) on each the Closing Date, and Option Closing Date, respectively, Date for an aggregate purchase price of $100.00 one or more warrants to (the “Underwriter’s Warrants”) for the purchase such number of ordinary an aggregate of [___] shares of the Company Common Stock (which is equal to six percent (an aggregate of 6%) % of the aggregate number of the Placement Shares and Over-Subscription Shares Units included as Closing Securities sold in the offering (collectively “Underwriter’s Warrant”Offering). The Underwriter’s Warrants shall be issuable pursuant to the Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A C (the “Underwriter’s Warrant AgreementWarrant”), shall be ) and exercisable, in whole or in part, commencing six (6) months after on a date which is one hundred eighty days from the Effective Date commencement of sales of the Registration Statement Closing Securities in connection with the Offering and expiring on the five-year anniversary thereafter of the Effective Date at an initial exercise price per ordinary share of Common Stock of $[____], which is equal to 125110% of the Purchase Pricepublic offering price of each Closing Unit. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and ordinary shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days immediately following from the commencement of sales of the offering 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 Underwriter’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following from the commencement of sales of the offering Closing Securities in connection with the Offering to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter Representative or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Underwriter Representative (and/or its designees) on each the Closing Date, and Option Closing Date, respectively, Date for an aggregate purchase price of $100.00 one or more warrants to (the “Underwriter’s Warrants”) for the purchase such number of ordinary an aggregate of [●] shares of the Company Common Stock (which is equal to six percent (6%) an aggregate of 5% of the aggregate number shares of the Placement Shares and Over-Subscription Shares Common Stock included as Closing Securities sold in the offering (collectively “Underwriter’s Warrant”Offering). The Underwriter’s Warrants shall be issuable pursuant to the Underwriter’s Warrant agreement, Agreement in the form attached hereto as Exhibit A D (the “Underwriter’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date of the Registration Statement and expiring on the five-year anniversary thereafter of the Closing Date at an initial exercise price per ordinary share of Common Stock of $[____●], which is equal to 125120% of the Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreementpublic offering price of each Closing Share. The Underwriter’s Warrant Agreement and ordinary the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 commencement of sales of the offering Effective Date to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter Representative or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or its designees) on each the Closing Date, and Option Closing Date, respectively, Date (“Underwriter’s Warrants”) warrants to for the purchase such of a number of ordinary shares of the Company ADSs equal to six percent (66.0%) of the aggregate number of the Placement Shares and Over-Subscription Shares sold sum of the Offered Securities issued in the offering Offering (collectively the “Underwriter’s WarrantWarrant Shares”). The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit A A, at an initial exercise price of $ (or 100% of the “public offering price per Firm Share). The Underwriter’s Warrant Agreement”)Warrants are exercisable upon the closing of the Offering for a period of three years from the date of commencement of sales of the Offering, shall be exercisableat any time, and from time to time, in whole or in part, commencing six (6) months after the Effective Date of the 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 Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) against transferring the Underwriter’s Warrant Agreement Warrants and the underlying ordinary shares Underwriter’s Warrant Shares during the one hundred eighty (180) days immediately following day period after the commencement of sales of in the offering Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementWarrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of in the offering Offering to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the 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 Underwriter’s Warrant Agreement Warrants shall be made on each the Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter Underwriters (and/or its their designees) on each the Closing Date, and Date or the Option Closing Date, respectivelyas applicable, warrants to purchase such number of ordinary 568,000 shares of Common Stock (collectively, 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 WarrantUnderwriters’ Warrants”). The Underwriter’s Warrant agreementUnderwriters’ Warrants, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)A, shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereafter thereof at an initial exercise price per ordinary share of $[____]0.625, which is equal to 125% of the Purchase Pricepurchase price of the Shares. The Underwriter’s Warrant Underwriters’ Warrants shall include a “cashless” exercise feature, feature and shall contain provisions include a provision for “piggy-back” registration rights as set forth in until expiration or until the Underwriter’s Warrant Agreementshares underlying the warrant are eligible for resale pursuant to an exemption from registration. The Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Underwriters’ Warrants and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementUnderwriters’ 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 immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the OfferingUnderwriter, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealerUnderwriters; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement Underwriters’ Warrants shall be made on each the Closing Date and or the Option Closing Date, respectivelyas applicable, and shall be issued in the name or names and in such authorized denominations as the Underwriter Representative may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each a Closing Date, and Option Closing Dateas defined in Section 3(c) herein, respectively, warrants a warrant to purchase such a number of ordinary shares Shares equal to 7% of the Company equal to six percent gross proceeds on a Closing Date for the Offered Securities divided by the Purchase Price (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 agreementWarrant, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)A, shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date of the Registration Statement and expiring on the five-year anniversary thereafter from the date of issuance at an initial exercise price per ordinary share of $[____], which is equal to 125% the Purchase Price of the Purchase PriceOffered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement and the underlying shares of ordinary shares during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionscircumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter’s Warrant Agreement shall be made on each a Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter Representative (and/or its designees) on each the Closing Date, and Option Closing Date, respectively, Date warrants to purchase such number of ordinary shares of the Company equal to six percent (6%) 6.5% of the aggregate number of gross payment amount to be disbursed to the Company on Closing Date for the Placement Shares and Over-Subscription Shares sold in divided by the offering Purchase Price (collectively “Underwriter’s Underwriters’ Warrant”). The Underwriter’s Underwriters’ Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after from the Effective Date effective date of the Registration Statement and expiring on the fivetwo-year anniversary thereafter thereof at an initial exercise price per ordinary share of $[____]6.00, which is equal to 125120% of the Purchase PricePrice of the Placement Shares. The Underwriter’s Underwriters’ Warrant shall include a “cashless” exercise feature, and shall contain provisions for unlimited “piggyback” registration rights as set forth in the Underwriter’s Warrant Agreementuntil expiration. The Underwriter’s Underwriters’ Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Underwriters’ Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrant Agreement and the underlying ordinary shares during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Underwriters’ Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter 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 Underwriter’s Underwriters’ Warrant Agreement shall be made on each the Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter Representative may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter Underwriters (and/or its their designees) on each the Closing Date, and Date or the Option Closing Date, respectivelyas applicable, warrants to purchase such number of ordinary common shares of the Company equal to six five percent (65%) of the aggregate number gross payment amount to be disbursed to the Company on the Closing Date or the Option Closing Date, as applicable, for the Shares, divided by the purchase price of the Placement Shares and Over-Subscription Shares sold in (collectively, the offering (collectively “Underwriter’s WarrantUnderwriters’ Warrants”). The Underwriter’s Warrant agreementUnderwriters’ Warrants, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)A, shall be exercisable, in whole or in part, commencing six one (61) months after year from the Effective Date effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereafter of the Effective Date at an initial exercise price per ordinary common share of $[____]5.00, which is equal to 125% of the Purchase Pricepurchase price of the Shares. The Underwriter’s Warrant Underwriters’ Warrants shall include a “cashless” exercise feature, feature and shall contain provisions include a provision for unlimited “piggy-back” registration rights as set forth in until expiration or until the Underwriter’s Warrant Agreementshares underlying the warrant are eligible for resale pursuant to an exemption from registration and a one time demand registration right. The Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Underwriters’ Warrants and the underlying ordinary common shares during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementUnderwriters’ 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 immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the OfferingUnderwriter, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealerUnderwriters; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement Underwriters’ Warrants shall be made on each the Closing Date and or the Option Closing Date, respectivelyas applicable, and shall be issued in the name or names and in such authorized denominations as the Underwriter Representative may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each Closing Date, and Option Closing Date, 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 the “Underwriter’s WarrantWarrants”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after the Effective on a Closing Date of the Registration Statement and expiring on the fivetwo-and-a-half-year anniversary thereafter thereof at an initial exercise price per ordinary share of $[____4.00], which is equal to 125% of the Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement Warrants and the underlying Class A ordinary shares during the one hundred eighty (180) days immediately following the commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementWarrants, 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 commencement of sales of the offering to anyone other than (i) an underwriter or a selected dealer the acceptable persons set forth in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealerFINRA Rule 5110(g)(2)(A); and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each the Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The On the Closing Date, the Company hereby agrees to shall issue to the Underwriter Representative (and/or its 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 the Closing Date), and, in the event that the Underwriters exercise the over-allotment option, on each Option Closing Date, 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 each the Option Closing DateDate (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 names, and shall be in such denominations, as the Representative may request at least one (1) business day before the Closing Date and Option Closing Date, respectively, warrants to purchase such number of ordinary if any. The shares of Common Stock underlying 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 Warrants are referred to herein as Exhibit A (the “Underwriter’s Warrant Agreement”), Shares.” The Underwriter’s Warrants shall be exercisable, in whole or in part, commencing six on a date which is one hundred eighty (6180) months after days from the Effective Date commencement of sales of the Registration Statement Closing Securities and Option Securities, as applicable, and expiring on the five-year anniversary thereafter of the Effective Date at an initial exercise price per ordinary share of Common Stock of $[____[ ], which is equal to 125% of the Unit Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter Representative understands and agrees that there are significant lock-up restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Warrants and the underlying ordinary shares Underwriter’s Warrant Shares during the one hundred eighty (180) days immediately following from the commencement of sales of the offering Closing Securities and Option Securities, as applicable, and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementWarrants, 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 immediately following from the commencement of sales of the offering Closing Securities or Option Securities, as applicable, to anyone other than except (i) an underwriter by operation of law or a selected dealer by reason of reorganization of the Company; (ii) to the Representative or any Underwriter or FINRA member firm participating in the Offering, and 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 the remainder of such time period, (iii) if the aggregate amount of securities of the Company held by the Representative or participating FINRA member firm do not exceed 1% of the Company’s securities being offered in connection with the Offeringoffering 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 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 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 (iixii) 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 exercise of the Underwriter’s Warrants, if such warrants and the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued Shares remain subject to the lock-up restriction in this Section 2.3(a) for the name or names and in remainder of such authorized denominations as the Underwriter may requesttime period.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Underwriter Underwriters (and/or its their designees) on each the Closing Date, and Option Closing Date, respectively, warrants Date a warrant (the “Underwriters’ Warrants”) to purchase such number a total of ordinary 96,000 shares of the Company equal to six percent (6%) Common Stock representing 8% of the Common Stock Shares (excluding the Option Shares), as set forth opposite their respective names on Schedule 1 attached hereto, for an aggregate number purchase price of the Placement Shares and Over-Subscription Shares sold in the offering (collectively “Underwriter’s Warrant”)$________. The Underwriter’s Underwriters’ Warrant agreementagreements, in the form attached hereto as Exhibit A B (the each, an “Underwriter’s Underwriter Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months on a date which is 180-days after the Effective Date of the Registration Statement and expiring on a date which is no more than five (5) years from the five-year anniversary thereafter Effective Date at an initial exercise price per ordinary Common Stock share of $[____], which is equal to 125% of the Purchase Price_. The Underwriter’s Underwriter Warrant shall include a “cashless” exercise feature, Agreements and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and ordinary shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Underwriters’ Securities.” The Underwriter Each of the Underwriters understands and agrees that there are significant restrictions pursuant to FINRA Financial Industry Regulatory Authority (“FINRA”) Rule 5110 against transferring the Underwriter’s Underwriter Warrant Agreement Agreements and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s its 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 immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the 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 Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each a Closing Date, and Option Closing Dateas defined in Section 3(c) herein, respectively, warrants a warrant to purchase such a number of ordinary shares Ordinary Shares equal to 5% of the Company equal to six percent Underwritten Units (6%including the over-allotment option) of the aggregate number of the Placement Shares and Over-Subscription Shares sold in the offering on Closing Date (collectively “Underwriter’s Warrant”). The Underwriter’s Warrant agreementWarrant, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)B, shall be exercisable, in whole or in part, commencing six nine (69) months after from the Effective Date date of effectiveness of the Registration Statement and and expiring on the five-year third anniversary thereafter from the exercisable date at an initial exercise price per ordinary share of $[____], which is equal to 125100% of the Purchase PricePer Unit Price (as defined below) of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement and the underlying ordinary shares Ordinary Shares during the one hundred eighty (180) days immediately following the date of effectiveness or commencement of sales of the offering Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the following the date of effectiveness or commencement of sales of the offering Offering to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionscircumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter’s Warrant Agreement Warrants shall be made on each a Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue In addition to the Underwriter Selling Commission, on the Closing Date and Additional Closing Date, the Company shall issue and sell to the Representative (and/or its designees) on each Closing Date, and Option Closing Date, respectively, warrants to purchase such number of ordinary shares of the Company equal to six percent for $10.00 a warrant (6%) of the aggregate number of the Placement Shares and Over-Subscription Shares sold in the offering (collectively “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. The Pursuant to the terms and conditions of the Underwriter’s Warrant agreementWarrant, in the form attached hereto as Exhibit A (A, the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six one hundred eighty (6180) months days after the Effective Closing Date of or Additional Closing Date, as the Registration Statement case may be, after it is issued (the “Commencement Date”) and expiring on the five-year anniversary thereafter of the Effective Date of the Registration Statement at an initial exercise price per ordinary share of $[____], which is Common Stock equal to 125% one hundred twenty-five percent (125.0%) of the Purchase PricePrice of the Shares in the Offering. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Underwriter Warrant Agreement. The Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof Shares are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter Each of the Underwriters understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 5110(g) against transferring the Underwriter’s Warrant Agreement and the underlying ordinary shares Securities during the one hundred eighty (180) days immediately following the Effective Date or the commencement of sales of the offering and Shares, subject to certain limited exceptions pursuant to FINRA Rule 5110(g)(2), and, accordingly, by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date or commencement of sales of the offering Shares to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in restrictions during such authorized denominations as the Underwriter may request180-day period.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Underwriter Representative (and/or its designees) on each the Closing Date, and Option Closing Date, respectively, Date [for an aggregate purchase price of $100.00] one or more warrants to (the “Underwriter’s Warrants”) for the purchase such number of ordinary an aggregate of [___] shares of the Company Common Stock (which is equal to six percent (an aggregate of 6%) % of the aggregate number of the Placement Shares and Over-Subscription Shares Units included as Closing Securities sold in the offering (collectively “Underwriter’s Warrant”Offering). The Underwriter’s Warrants shall be issuable pursuant to the Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A C (the “Underwriter’s Warrant AgreementWarrant”), shall be ) and exercisable, in whole or in part, commencing six (6) months after on a date which is one hundred eighty days from the Effective Date commencement of sales of the Registration Statement Closing Securities in connection with the Offering and expiring on the five-year anniversary thereafter of the Effective Date at an initial exercise price per ordinary share of Common Stock of $[____], which is equal to 125110% of the Purchase Pricepublic offering price of each Closing Unit. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and ordinary shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days immediately following from the commencement of sales of the offering 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 Underwriter’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following from the commencement of sales of the offering Closing Securities in connection with the Offering to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter Representative or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each a Closing Date, and Date or Option Closing Date, respectivelyas applicable, warrants a warrant to purchase such a number of ordinary shares Shares equal to 6.5% of the gross payment amount to be disbursed to the Company equal to six percent on a Closing Date or Option Closing Date for the Offered Securities divided by the Purchase Price (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 (the “Underwriter’s Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereafter thereof at an initial exercise price per ordinary share of $[____][ ] per share, which is equal to 125110% of the Purchase PricePrice of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Underwriters’ Warrant Agreement and the underlying ordinary shares of common stock during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the 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 Underwriter’s Warrant Agreement shall be made on each a Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each Closing Date, and Option Closing Dateas defined in Section 3(c) herein, respectively, warrants a warrant to purchase such a number of ordinary shares Common Stocks equal to 10% of the Company equal to six percent Offered Securities sold on such Closing Date (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 agreementWarrant, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)B, shall be exercisable, in whole or in part, commencing six (6) months after on the Effective Date date of the Registration Statement issuance and expiring on the five-year anniversary thereafter from the effectiveness of the Offering at an initial exercise price per ordinary share of $[____], which is equal to 125120% the Per Share Price (as defined below) of the Purchase PriceOffered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement and the underlying ordinary shares Common Stocks (such shares, the “Warrant Shares”) during the one hundred eighty (180) days immediately following the commencement of sales of the offering Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant Agreementor 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 immediately following the date of commencement of sales of the offering Offering to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionscircumstances listed under FINRA Rule 5110(e)(2). Delivery of the applicable Underwriter’s Warrant Agreement Warrants shall be made on each the corresponding Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter Representative (and/or its designees) on each the Closing Date, and Option Closing Date, respectively, Date warrants to purchase such number of ordinary shares of the Company equal to six percent (6%) 4.5% of the aggregate number of gross payment amount to be disbursed to the Company on Closing Date for the Placement Shares and Over-Subscription Shares sold in divided by the offering Purchase Price (collectively “Underwriter’s Underwriters’ Warrant”). The Underwriter’s Underwriters’ Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after from the Effective Date effective date of the Registration Statement and expiring on the fivetwo-year anniversary thereafter thereof at an initial exercise price per ordinary share of $[____]12.00, which is equal to 125120% of the Purchase PricePrice of the Placement Shares. The Underwriter’s Underwriters’ Warrant shall include a “cashless” exercise feature, and shall contain provisions for unlimited “piggyback” registration rights as set forth in the Underwriter’s Warrant Agreementuntil expiration. The Underwriter’s Underwriters’ Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Underwriters’ Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrant Agreement and the underlying ordinary shares during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Underwriters’ Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the offering Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter 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 Underwriter’s Underwriters’ Warrant Agreement shall be made on each the Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter Representative may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each Closing Date, and Option Closing Date, respectively, non-redeemable warrants to purchase such number of ordinary shares of the Company an amount equal to six percent five and one-half (65.5%) percent of the aggregate number of the Placement Shares sold in the Offering and the Over-Subscription Shares sold in the offering (collectively the “Underwriter’s WarrantWarrants”). The , pursuant to the Underwriter’s Warrant agreement, Agreement in the form attached hereto as Exhibit A A. The Underwriter Warrants will be exercisable commencing one hundred eighty (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6180) months days after the Effective Date Closing of the Registration Statement Offering and expiring on until the five-year fifth anniversary thereafter of the effective date of the Offering, at an initial exercise price per ordinary share of $[____], which is equal to 125120% of the Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and ordinary 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 Underwriter’s Warrant Agreement and the underlying ordinary shares of common stock during the one hundred eighty (180) days immediately following the commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 commencement of sales of the offering to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the 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 Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each the Closing Date, and Option Closing Date, respectively, warrants to purchase such number of ordinary shares of the Company equal to six and one half percent (66.5%) of the aggregate number of the Placement Shares and Over-Subscription Shares sold in the offering (collectively “Underwriter’s WarrantWarrants”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after the Effective on a Closing Date of the Registration Statement and expiring on the five-year anniversary thereafter of the Effective Date of the Registration Statement (as defined in Section 2.1.1 below) at an initial exercise price per ordinary share of $[____], which is equal to 125% of the Purchase Price5.00. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement Warrants and the underlying ordinary shares during the one hundred eighty (180) days immediately following the commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementWarrants, 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 commencement of sales of the offering to anyone other than (i) an underwriter or a selected dealer the acceptable persons set forth in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealerFINRA Rule 5110(g)(2)(A); and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each the Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue and sell to the Underwriter Representative (and/or its designees) on each the Closing Date, and Option Closing Date, respectively, warrants to purchase such number of ordinary shares of the Company equal to six percent Date an option (6%) of the aggregate number of the Placement Shares and Over-Subscription Shares sold in the offering (collectively “UnderwriterRepresentative’s Warrant”)) for the purchase of an aggregate of 95,000 shares of Common Stock, representing 5% of the Shares, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months on a date which is 181 days after the Effective Date of the Registration Statement and expiring on the five-year anniversary thereafter of the Effective Date at an initial exercise price per ordinary share of Common Stock of $[____]0.7375, which is equal to 125% of the Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The UnderwriterRepresentative’s Warrant Agreement and ordinary the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Warrant Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days immediately following after the commencement of sales of the offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’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 commencement of sales of the offering Effective Date to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter Representative or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the UnderwriterRepresentative’s Warrant Agreement shall be made on each the Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter Representative may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter Underwriters (and/or its their respective designees) on the Closing Date (as defined below) and each Closing Date, and Option Closing Date, respectivelyas the case may be, warrants to purchase such number an aggregate of ordinary shares of the Company equal to six eight percent (68%) of the aggregate number shares of common stock issued at such closing (the Placement Shares and Over-Subscription Shares sold in the offering (collectively “Underwriter’s WarrantUnderwriters’ Warrants”). The Underwriter’s Warrant Underwriters’ Warrants agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Underwriters’ Warrants Agreement”), shall be exercisableexercisable at any time and from time to time, in whole or in part, during the four and a half-year period commencing six (6) months after from the Effective Closing Date of the Registration Statement and expiring on the five-year anniversary thereafter Offering, at an initial exercise price per ordinary share of $[____]●] per share, which is equal to 125% one hundred and ten percent (110%) of the Purchase Priceinitial public offering price of the Firm Shares issued at such closing. The Underwriter’s Warrant shall include a “cashless” exercise feature, Underwriters’ Warrants and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and ordinary shares of common stock issuable upon exercise thereof of the Underwriters’ Warrants are hereinafter referred to together collectively as the “Underwriter’s Warrant Underwriters’ Securities.” The Underwriter understands Underwriters understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Underwriters’ Warrants and the underlying ordinary shares of common stock during the one hundred eighty (180) days immediately following day period after the commencement of sales effective date of the offering 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 Underwriter’s Warrant AgreementUnderwriters’ 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 immediately following the commencement of sales effective date of the offering Registration Statement to anyone other than (i) an underwriter Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter Representative or of any such underwriter Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each Closing Date, and Option Closing Date, respectively, warrants to purchase such number of Class A ordinary shares of the Company equal to six five percent (65%) 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 (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after the Effective Date of the Registration Statement and expiring on the five-year anniversary thereafter thereof at an initial exercise price per Class A ordinary share of $[____]6.00, which is equal to 125120% of the Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Underwriter’s Warrant Agreement. The 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 Underwriter’s Warrant Agreement and the underlying Class A ordinary shares during the one hundred eighty (180) days immediately following the commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’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 commencement of sales of the offering to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the 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 Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on each the Closing Date, and Option Closing Date, respectively, Date 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 WarrantWarrants”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (III, for the “purchase of an aggregate of 900,936 shares of Common Stock, with each Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after the Effective Date of the Registration Statement and expiring on the five-year anniversary thereafter exercisable at an initial exercise a price per ordinary share of $[____], which is equal to 125% of the Purchase Price. The Underwriter’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in price of the Underwriter’s Warrant Warrants sold pursuant to this Agreement. The Underwriter’s Warrant Agreement and ordinary the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together collectively as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Warrants and the underlying ordinary shares of Common Stock issuable upon exercise thereof following the effective date of the Initial Registration Statement. Thus, the Underwriter hereby agrees that during the one hundred eighty six (1806) days immediately month period following the commencement of sales of the offering and by its acceptance thereof shall agree that it will not sellClosing Date, transfer, assign, pledge or hypothecate neither the Underwriter’s Warrant AgreementWarrants nor any shares of Common Stock issuable upon exercise thereof shall 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 the securities by any person for a period of one hundred eighty (180) 180 days immediately following the commencement of sales of the offering to anyone Effective Date, other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or transfer of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionssecurity as permitted by FINRA rules. Delivery of the Underwriter’s Warrant Agreement Warrants shall be made on each the Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.