Common use of Underwriter’s Warrants Clause in Contracts

Underwriter’s Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on a Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Ordinary Shares equal to 5% of the Offered Securities gross proceeds on a Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant, in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the Closing Date (the “Effective Date”) at an initial exercise price equal to 150% of the Per Share Price (as defined below) of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter’s Warrant shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on a Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Ordinary Shares equal to 57% of the Offered Securities gross proceeds on a Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant, in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the Closing Date (the “Effective Date”) at an initial exercise price equal to 150% of the Per Share Price (as defined below) of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter’s Warrant shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on a Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Ordinary Shares equal to 57% of the Offered Securities gross proceeds on a Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant, in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the Closing Date effective date of the Offering (the “Effective Date”) at an initial exercise price equal to 150% of the Per Share Purchase Price (as defined below) of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares ordinary shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter’s Warrant shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on a Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Ordinary Shares equal to 57% of the Offered Securities gross proceeds Underwritten Shares and Additional Shares on a Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant, in the form attached hereto as Exhibit AB, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the Closing Date (effectiveness of the “Effective Date”) Offering at an initial exercise price equal to 150125% of the Per Share Price (as defined below) of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the one hundred eighty (180) days after following the Effective Date date of effectiveness or commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date following the date of effectiveness or commencement of sales of the Offering to anyone other than the circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter’s Warrant Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on a Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Ordinary Shares equal to (x) 5% of the Offered Securities gross proceeds payment amount sourced by the Underwriter and its selling syndicate and soliciting dealers and (y) 3% of the gross payment sourced by the Company on a Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s WarrantWarrant agreement, in the form attached hereto as Exhibit AA (the “Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the date of issuance Effective Date and expiring on the fivethree-year anniversary from the Closing Date (the “Effective Date”) date of issuance at an initial exercise price equal to 150120% of the Per Share Purchase Price (as defined below) of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares shares of ordinary shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(g)(2)Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on a Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Ordinary Shares equal to 57% of the Offered Securities gross proceeds on a Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant, in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the Closing Date (the “Effective Date”) at an initial exercise price equal to 150125% of the Per Share Price (as defined below) of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter’s Warrant shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue to the Underwriter Underwriters (and/or its their designees) on a the Closing Date or the Option Closing Date, as defined in Section 3(c) hereinapplicable, a warrant warrants to purchase a such number of Ordinary Shares common shares of the Company equal to 5% seven percent (7%) of the Offered Securities gross proceeds payment amount to be disbursed to the Company on a the Closing Date or the Option Closing Date, as applicable, for the Offered Securities Shares, divided by the Purchase Price purchase price of the Shares (collectively, the “Underwriter’s WarrantUnderwriters’ Warrants”). The Underwriter’s WarrantUnderwriters’ Warrants, in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on the effective date of issuance the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary from the Closing Date (the “Effective Date”) thereof at an initial exercise price per common share of $[●], which is equal to 150100% of the Per Share Price (as defined below) purchase price of the Offered SecuritiesShares. The Underwriter’s Warrant Underwriters’ Warrants shall include a “cashless” exercise featurefeature and shall include a provision for “piggy-back” registration rights until expiration or until the shares underlying the warrant are eligible for resale pursuant to an exemption from registration. The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Underwriters’ Warrants and the underlying Ordinary Shares common shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantUnderwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter, or (ii) a bona fide officer or partner of the circumstances listed under FINRA Rule 5110(g)(2)Underwriters; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Underwriters’ Warrants shall be made on a the Closing Date or the Option Closing Date, as applicable, and shall be issued in the name or names and in such authorized denominations as the Underwriter Representative may request.

Underwriter’s Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on a Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Ordinary Shares equal to 5% of the Offered Securities gross proceeds on a Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant, in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the Closing Date (the “Effective Date”) at an initial exercise price equal to 150% of the Per Share Price (as defined below) of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter’s Warrant shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on a Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Ordinary Shares equal to 56% of the Offered Securities gross proceeds on a Closing Date for Ordinary Shares sold in the Offered Securities divided by the Purchase Price Offering (“Underwriter’s Warrant”). The Underwriter’s Warrant, in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the Closing Date effective date (the “Effective Date”) of the registration statement pursuant to which this Offering is made (the “Registration Statement”) at an initial exercise price equal to 150110% of the Per Share Purchase Price (as defined below) of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares ordinary shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(g)(25110(e)(2). Delivery of the Underwriter’s Warrant shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or its designees) Representative on a the Closing Date, as defined in Section 3(c) herein, a warrant Date and Option Closing Date warrants to purchase a that number of Ordinary Shares shares of Common Stock equal to 5an aggregate of [_____]% of the Offered Securities gross proceeds on a Closing Date for shares of Common Stock sold in the Offered Securities divided by Offering (the Purchase Price (“Underwriter’s WarrantUnderwriters’ Warrants”). The Underwriter’s Warrant, in the form attached hereto as Exhibit A, Underwriters’ Warrants shall be exercisable, in whole or in part, commencing on twelve (12) months after the date of issuance Effective Date and expiring on five (5) years after the five-year anniversary from the Closing Effective Date (the “Effective Date”) at an initial exercise price equal to 150per share of [___] [_____% of the Per per Share Price (as defined below) of the Offered Securitiesoffering price]. The Underwriter’s Underwriters’ Warrants and the shares of Common Stock issuable upon exercise thereof (“Warrant shall include a Shares”) are sometimes referred to herein collectively as the “cashlessWarrant Securities.” exercise feature. The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the one hundred eighty (180) days after the Effective Date Securities and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantWarrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one other than in accordance with FINRA Rule 5110. Notwithstanding anything in this Agreement to the contrary, the Warrant Securities may not be sold, transferred, assigned, pledged, or hypothecated prior to the date that is five hundred eighty forty (180540) days immediately following the Effective Date to anyone other than the circumstances listed under Date, except in accordance with FINRA Rule 5110(g)(25110(e). Delivery In addition to the restrictions in FINRA Rule 5110, the Representative agrees to extend the aforementioned restrictions to a total of five hundred forty (540) days immediately following the Underwriter’s Warrant shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may requestEffective Date.

Underwriter’s Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on a Closing Date, as defined in Section 3(c) hereinapplicable, a warrant to purchase a number of Ordinary Shares equal to 5% of the Offered Securities gross proceeds payment amount to be disbursed to the Company on a Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s WarrantWarrant agreement, in the form attached hereto as Exhibit AA (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on 180 days from the commencement date of issuance the Offering and expiring on the fivethree-year anniversary from the Closing Date (the “Effective Date”) thereof at an initial exercise price of $[ ] per share, which is equal to 150120% of the Per Share Purchase Price (as defined below) of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrant and the underlying Ordinary Shares common shares during the one hundred eighty (180) days after the Effective Date commencement of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date commencement date of the Offering to anyone other than (i) an underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(g)(2)Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or its designees) Representative on a the Closing Date, as defined in Section 3(c) herein, a warrant Date and Option Closing Date warrants to purchase a that number of Ordinary Shares shares of Common Stock equal to 5an aggregate of 10% of the Offered Securities gross proceeds on a Closing Date for amount of Firm Shares and Options Shares, respectively, sold in the Offered Securities divided by Offering (the Purchase Price (“Underwriter’s WarrantUnderwriters’ Warrants”). The Underwriter’s WarrantUnderwriters’ Warrants as evidenced by the Underwriters’ Warrant Agreement, in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on twelve (12) months after the date of issuance Effective Date and expiring on five (5) years after the five-year anniversary from the Closing Effective Date (the “Effective Date”) at an initial exercise price equal to 150% per share of the Per Share Price (as defined below) of the Offered Securities$9.375. The Underwriter’s Underwriters’ Warrants and the shares of Common Stock issuable upon exercise thereof (“Warrant shall include a Shares”) are sometimes referred to herein collectively as the “cashlessWarrant Securities.” exercise feature. The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the one hundred eighty (180) days after the Effective Date Securities and by its acceptance thereof shall agree that it will not not, sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantWarrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one other than in accordance with FINRA Rule 5110. Notwithstanding anything in this Agreement to the contrary, the Warrant Securities may not be sold, transferred, assigned, pledged or hypothecated prior to the date that is three hundred eighty sixty-five (180365) days immediately following the Effective Date to anyone other than the circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter’s Warrant shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may requestDate.

Underwriter’s 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 a Closing Date, as defined in Section 3(c) herein, for $10.00 a warrant to purchase a number of Ordinary Shares equal to 5% of the Offered Securities gross proceeds on a Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”)) for the purchase of an aggregate number of shares of Common Stock of the Company equal to seven percent (7.0%) of the Securities sold in that Closing, for an aggregate purchase price of $10.00. The Pursuant to the Underwriter’s WarrantWarrant agreement, in the form attached hereto as Exhibit AB (the “Underwriter’s Warrant Agreement”), the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing on one hundred eighty (180) days after the date of issuance Closing Date it is issued and expiring on the five-year anniversary from of the Closing Date (the “Effective Date”) it is issued at an initial exercise price per share of Common Stock equal to 150% of the Per Share Price one hundred twenty-five percent (as defined below125.0%) of the Offered SecuritiesPurchase Price of the Securities in the Offering. The Underwriter’s Warrant shall include a Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “cashlessUnderwriter’s Securities.” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying Ordinary Shares shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the circumstances listed under FINRA Rule 5110(g)(2). Delivery Offering, or (ii) a bona fide officer or partner of the Underwriter’s Warrant shall be made on a Closing Date Underwriter or of any such Underwriter or selected dealer; and shall be issued in only if any such transferee agrees to the name or names and in such authorized denominations as the Underwriter may requestforegoing lock-up restrictions.