Common use of Warrant Solicitation and Warrant Solicitation Fee Clause in Contracts

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged Xxxxxxx, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx with respect to such solicitation, if requested by Xxxxxxx, and (ii) provide Xxxxxxx, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxx, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx in every respect in connection with Xxxxxxx’x solicitation activities, including, but not limited to, providing to Xxxxxxx, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxx, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to Xxxxxxx, provided that Xxxxxxx delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of Xxxxxxx.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged Xxxxxxxthe Representatives, on a non-exclusive basis, as its agent agents for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx the Representatives with respect to such solicitation, if requested by Xxxxxxxthe Representatives, and (ii) provide Xxxxxxxthe Representatives, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxxthe Representatives, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx the Representatives in every respect in connection with Xxxxxxx’x the Representatives’ solicitation activities, including, but not limited to, providing to Xxxxxxxthe Representatives, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx the Representatives shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has they have provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx the Representatives solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx the Representative (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx the Representatives with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxxthe Representatives, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to Xxxxxxxthe Representative, provided that Xxxxxxx delivers the Representative deliver to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx the Representative has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (ii), (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx the Representatives with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Representatives’ Warrants and still held by any of the Underwriters or them foregoing for its or their own account. Xxxxxxx The Representatives and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of Xxxxxxxthe Representatives.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxLadenburg, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Ladenburg with respect to such solicitation, if requested by XxxxxxxLadenburg, and (ii) provide XxxxxxxLadenburg, and direct the Company’s transfer and warrant agent and the Warrant Agent to deliver to XxxxxxxLadenburg, lists of the record andrecord, and to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Ladenburg in every respect in connection with Xxxxxxx’x Ladenburg’s solicitation activities, including, but not limited to, providing to XxxxxxxLadenburg, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Ladenburg shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx Ladenburg solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holderWarrantholder, such services may also include disseminating information, either orally or in writing, to Warrant holders Warrantholders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Ladenburg (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxLadenburg, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such the Warrant(s)) so exercised, shall, on behalf of the Company, pay from the proceeds received upon exercise of the Warrant(s), a fee of 56% of the Warrant Price to XxxxxxxLadenburg, provided that Xxxxxxx Ladenburg delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Ladenburg has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Ladenburg with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the RepresentativeUnderwriter’s Warrants and still held by any of the Underwriters Underwriter’s or them for its or their own account. Xxxxxxx Ladenburg and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxLadenburg.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged Xxxxxxxthe Representative, on a non-exclusive basis, as its agent agents for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx the Representative with respect to such solicitation, if requested by Xxxxxxxthe Representative, and (ii) provide Xxxxxxxthe Representative, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxxthe Representative, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx the Representative in every respect in connection with Xxxxxxx’x the Representative’s solicitation activities, including, but not limited to, providing to Xxxxxxxthe Representative, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx the Representative shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has they have provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx the Representative solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx the Representative (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx the Representative with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxxthe Representative, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to Xxxxxxxthe Representative, provided that Xxxxxxx delivers the Representative deliver to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx the Representative has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (ii), (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx the Representative with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them foregoing for its or their own account. Xxxxxxx The Representative and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of Xxxxxxxthe Representative.

Warrant Solicitation and Warrant Solicitation Fee. (a) a. The Company has engaged XxxxxxxLadenburg, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Ladenburg with respect to such solicitation, if requested by XxxxxxxLadenburg, and (ii) provide XxxxxxxLadenburg, and direct the Company’s transfer and warrant agent and the Warrant Agent to deliver to XxxxxxxLadenburg, lists of the record andrecord, and to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Ladenburg in every respect in connection with Xxxxxxx’x Ladenburg’s solicitation activities, including, but not limited to, providing to XxxxxxxLadenburg, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Ladenburg shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx Ladenburg solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holderWarrantholder, such services may also include disseminating information, either orally or in writing, to Warrant holders Warrantholders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) b. In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Ladenburg (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxLadenburg, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such the Warrant(s)) so exercised, shall, on behalf of the Company, pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Warrant Price to XxxxxxxLadenburg, provided that Xxxxxxx Ladenburg delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Ladenburg has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Ladenburg with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the RepresentativeUnderwriter’s Warrants and still held by any of the Underwriters Underwriter’s or them for its or their own account. Xxxxxxx Ladenburg and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) c. The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxLadenburg.

Warrant Solicitation and Warrant Solicitation Fee. (a) a. The Company has engaged XxxxxxxEBC, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx EBC with respect to such solicitation, if requested by XxxxxxxEBC, and (ii) provide XxxxxxxEBC, and direct the Company’s 's transfer agent and the Warrant Agent to deliver to XxxxxxxEBC, lists of the record and, to the extent known, beneficial owners of the Company’s 's Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx EBC in every respect in connection with Xxxxxxx’x EBC's solicitation activities, including, but not limited to, providing to XxxxxxxEBC, at the Company’s 's cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx EBC shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx EBC solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s 's securities, or assisting in the processing of the exercise of Warrants. (b) b. In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx EBC (“"Warrant Agent’s 's Exercise Notice”"). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s 's Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx EBC with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxEBC, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to XxxxxxxEBC, provided that Xxxxxxx EBC delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx EBC has received the Warrant Agent’s 's Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx EBC with respect to the exercise by the Underwriters or their affiliates or the Company’s 's officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Underwriter's Warrants and still held by any of the Underwriters Underwriter's or them for its or their own account. Xxxxxxx EBC and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) c. The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxEBC.

Warrant Solicitation and Warrant Solicitation Fee. (a) a. The Company has engaged Xxxxxxxthe Representatives, on a non-exclusive basis, as its agent agents for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx the Representatives with respect to such solicitation, if requested by Xxxxxxxthe Representatives, and (ii) provide Xxxxxxxthe Representatives, and direct the Company’s 's transfer agent and the Warrant Agent to deliver to Xxxxxxxthe Representatives, lists of the record and, to the extent known, beneficial owners of the Company’s 's Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx the Representatives in every respect in connection with Xxxxxxx’x the Representatives' solicitation activities, including, but not limited to, providing to Xxxxxxxthe Representatives, at the Company’s 's cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx the Representatives shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has they have provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx the Representatives solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s 's securities, or assisting in the processing of the exercise of Warrants. (b) b. In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx the Representatives (“"Warrant Agent’s 's Exercise Notice”"). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s 's Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx the Representatives with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxxthe Representatives, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to Xxxxxxxthe Representatives, provided that Xxxxxxx delivers the Representatives deliver to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx has the Representatives have received the Warrant Agent’s 's Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx the Representatives with respect to the exercise by the Underwriters or their affiliates or the Company’s 's officers or directors of Warrants purchased by it or them upon exercise of the Representative’s 's Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx The Representatives and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) c. The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of Xxxxxxxthe Representatives.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxMaxim Group LLC (“Maxim”), on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Maxim with respect to such solicitation, if requested by XxxxxxxMaxim, and (ii) provide XxxxxxxMaxim, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxMaxim, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Maxim in every respect in connection with Xxxxxxx’x Maxim’s solicitation activities, including, but not limited to, providing to XxxxxxxMaxim, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Maxim shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx Maxim solicited his his, her or its exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holderRegistered Holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Maxim (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, Statement (i) the market price of the Company’s Common Stock Ordinary Shares is greater than the Warrant Price, ; (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Maxim with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), ; (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxx, Maxim; (iv) the Warrant was not held in a discretionary account, ; and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock Ordinary Shares underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to XxxxxxxMaxim, provided that Xxxxxxx Maxim delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Maxim has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Maxim with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx Maxim and the Company may may, at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. 3.3.5 may not be modified, amended or deleted without the prior written consent of XxxxxxxMaxim.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxSunrise, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Sunrise with respect to such solicitation, if requested by XxxxxxxSunrise, and (ii) provide XxxxxxxSunrise, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxSunrise, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Sunrise in every respect in connection with Xxxxxxx’x Sunrise’s solicitation activities, including, but not limited to, providing to XxxxxxxSunrise, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Sunrise shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx Sunrise solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Sunrise (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Sunrise with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxSunrise, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay (A) in the case of a cash exercise of the Warrant, a fee of 5% of the Warrant Price to XxxxxxxSunrise, or (B) in the case of exercise of the Warrant pursuant to a Conversion Right without the payment of cash, a fee of .05 shares for each warrant exercised; provided that Xxxxxxx Sunrise delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Sunrise has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Sunrise with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx Sunrise and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxSunrise.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxBroadband, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Broadband with respect to such solicitation, if requested by XxxxxxxBroadband, and (ii) provide XxxxxxxBroadband, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxBroadband, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Broadband in every respect in connection with Xxxxxxx’x Broadband’s solicitation activities, including, but not limited to, providing to XxxxxxxBroadband, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Broadband shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx Broadband solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Broadband (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Broadband with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxBroadband, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to XxxxxxxBroadband, provided that Xxxxxxx Broadband delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Broadband has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Broadband with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx Broadband and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxBroadband.

Warrant Solicitation and Warrant Solicitation Fee. (a) a. The Company has engaged Xxxxxxx, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx with respect to such solicitation, if requested by Xxxxxxx, and (ii) provide Xxxxxxx, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxx, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx in every respect in connection with Xxxxxxx’x solicitation activities, including, but not limited to, providing to Xxxxxxx, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) b. In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxx, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to Xxxxxxx, provided that Xxxxxxx delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) c. The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of Xxxxxxx.

Warrant Solicitation and Warrant Solicitation Fee. (a) a. The Company has engaged XxxxxxxCRT Capital Group LLC (the “Underwriter”), on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Underwriter with respect to such solicitation, if requested by XxxxxxxUnderwriter, and (ii) provide XxxxxxxUnderwriter, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxUnderwriter, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Underwriter in every respect in connection with Xxxxxxx’x Underwriter’s solicitation activities, including, but not limited to, providing to XxxxxxxUnderwriter, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Underwriter shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx Underwriter solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) b. In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Underwriter (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Underwriter with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxUnderwriter, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 52% of the Warrant Price to XxxxxxxUnderwriter, provided that Xxxxxxx Underwriter delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Underwriter has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Underwriter with respect to the exercise by the Underwriters it or their its affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx Underwriter and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) c. The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxUnderwriter.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxPxxxxxx, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The CompanyCompany will, at its cost, will (i) assist Xxxxxxx Pxxxxxx with respect to such solicitation, if requested by XxxxxxxPxxxxxx, and (ii) provide XxxxxxxPxxxxxx, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxx, Pxxxxxx lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Pxxxxxx in every respect in connection with Xxxxxxx’x Pxxxxxx’x solicitation activities, including, but not limited to, providing to XxxxxxxPxxxxxx, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b7(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b7(b), Xxxxxxx Pxxxxxx shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b7(b) only if it has provided bona fide services to permitted under the Company in connection with the exercise rules and regulations of the Warrants FINRA and only to the extent that an investor a holder who exercises his Warrants specifically designates, in writing, that Xxxxxxx Pxxxxxx solicited his the exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Pxxxxxx (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statementregistration statement, registering the Warrants, (i) the market price of the Company’s Common Stock common stock is greater than the Warrant Exercise Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Pxxxxxx with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxPxxxxxx, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock common stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to XxxxxxxPxxxxxx, provided that Xxxxxxx Pxxxxxx delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Pxxxxxx has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Pxxxxxx with respect to the exercise by the Underwriters Pxxxxxx or their its affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters it or them for its or their own account. Xxxxxxx Pxxxxxx and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.57. may not be modified, amended or deleted without the prior written consent of XxxxxxxPxxxxxx.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxMaxim Group LLC (“Maxim”), on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Maxim with respect to such solicitation, if requested by XxxxxxxMaxim, and (ii) provide XxxxxxxMaxim, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxMaxim, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Maxim in every respect in connection with Xxxxxxx’x Maxim’s solicitation activities, including, but not limited to, providing to XxxxxxxMaxim, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Maxim shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx Maxim solicited his his, her or its exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Maxim (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Maxim with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxMaxim, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay (A) in the case of a cash exercise of the Warrant, a fee of 5% of the Warrant Price to XxxxxxxMaxim; or (B) in the case of exercise of the Warrant on a cashless basis, either a fee of .05 shares for each warrant exercised or 5% of the fair market value of each share issued upon such exercise (the method of payment to be at the Company’s option), provided that Xxxxxxx Maxim delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Maxim has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Maxim with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx Maxim and the Company may may, at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxMaxim.

Warrant Solicitation and Warrant Solicitation Fee. (a) a. The Company has engaged XxxxxxxEBC, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx EBC with respect to such solicitation, if requested by XxxxxxxEBC, and (ii) provide XxxxxxxEBC, and direct the Company’s 's transfer and warrant agent and the Warrant Agent to deliver to XxxxxxxEBC, lists of the record andrecord, and to the extent known, beneficial owners of the Company’s 's Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx EBC in every respect in connection with Xxxxxxx’x EBC's solicitation activities, including, but not limited to, providing to XxxxxxxEBC, at the Company’s 's cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx EBC shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx EBC solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holderWarrantholder, such services may also include disseminating information, either orally or in writing, to Warrant holders Warrantholders about the Company or the market for the Company’s 's securities, or assisting in the processing of the exercise of Warrants. (b) b. In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx EBC (“"Warrant Agent’s 's Exercise Notice”"). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s 's Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxEBC, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such the Warrant(s)) so exercised, shall, on behalf of the Company, pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Warrant Price to XxxxxxxEBC, provided that Xxxxxxx EBC delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx EBC has received the Warrant Agent’s 's Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx EBC with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Underwriter's Warrants and still held by any of the Underwriters Underwriter's or them for its or their own account. Xxxxxxx EBC and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) c. The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxEBC.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged Xxxxxxxthe Representative, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx the Representative with respect to such solicitation, if requested by Xxxxxxxthe Representative, and (ii) provide Xxxxxxxthe Representative, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxxthe Representative, lists of the record Registered Holders and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to fully cooperate with Xxxxxxx the Representative in every respect in connection with Xxxxxxx’x the Representative’s solicitation activities, including, but not limited to, providing to Xxxxxxxthe Representative, at the Company’s cost, a list of record the Registered Holders and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b3.4(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b3.4(b), Xxxxxxx the Representative shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b3.4(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx the Representative solicited his his, her or its exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holderRegistered Holder, such services may also include disseminating information, either orally or in writing, to Warrant holders Registered Holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx the Representative (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than following the later of one year from the effective date of the Registration StatementStatement and the consummation of a Business Combination, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx the Representative with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxxthe Representative, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay pay, in the case of a cash exercise of the Warrant, a fee of 5% of the Warrant Price to Xxxxxxxthe Representative, and a fee of 5% of the value of the Common Stock (based on the Fair Market Value of the Common Stock) received by the holder upon a cashless exercise pursuant to Section 3.3(iii)(b); provided that Xxxxxxx the Representative delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx the Representative has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx the Representative with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx The Representative and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates Certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. 3.4 may not be modified, amended or deleted without the prior written consent of Xxxxxxxthe Representative.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged Xxxxxxx, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Unit Warrants. The CompanyCompany will, at its cost, will (i) assist Xxxxxxx with respect to such solicitation, if requested by Xxxxxxx, and (ii) provide Xxxxxxx, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxx, Xxxxxxx lists of the record and, to the extent known, beneficial owners of the Company’s Unit Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx in every respect in connection with Xxxxxxx’x solicitation activities, including, but not limited to, providing to Xxxxxxx, at the Company’s cost, a list of record and beneficial holders of the Unit Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b7(b) below to holders of the Unit Warrants at the time of exercise of the Unit Warrants. In addition to the conditions set forth in Section 3.3.5(b7(b), Xxxxxxx shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b7(b) only if it has provided bona fide services to permitted under the Company in connection with the exercise rules and regulations of the Warrants FINRA and only to the extent that an investor a holder who exercises his Unit Warrants specifically designates, in writing, that Xxxxxxx solicited his the exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Unit Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Unit Warrant more than one year from the effective date of the Registration Statementregistration statement, registering the Unit Warrants, (i) the market price of the Company’s Common Stock is greater than the Warrant Exercise Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx with respect to the solicitation of the exercise of the Unit Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Unit Warrant confirms in writing that the exercise of the Unit Warrant was solicited by Xxxxxxx, (iv) the Unit Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Unit Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Unit Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Unit Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Exercise Price to Xxxxxxx, provided that Xxxxxxx delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx with respect to the exercise by the Underwriters Xxxxxxx or their its affiliates or the Company’s officers or directors of Unit Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters it or them for its or their own account. Xxxxxxx and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates Certificates returned to the Warrant Agent upon exercise of Unit Warrants. (c) The provisions of this Section 3.3.5. 7 may not be modified, amended or deleted without the prior written consent of Xxxxxxx.

Warrant Solicitation and Warrant Solicitation Fee. (a) a. The Company has engaged Xxxxxxxthe Representative, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx the Representative with respect to such solicitation, if requested by Xxxxxxxthe Representative, and (ii) provide Xxxxxxxthe Representative, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxxthe Representative, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx the Representative in every respect in connection with Xxxxxxx’x the Representative’ solicitation activities, including, but not limited to, providing to Xxxxxxxthe Representative, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx the Representative shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx the Representative solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) b. In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx the Representative (the “Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx the Representative with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxxthe Representative, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay to the Representative a fee of 5% of the cash proceeds received upon exercise of the Warrants, and 5% of the value of the Common Stock (based on the Fair Market Value of the Common Stock) received by the holder upon the cashless exercise of the Warrants pursuant to Section 3.3.1, Warrant Price to Xxxxxxxthe Representative, provided that Xxxxxxx the Representative delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx has the Representative received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx the Representative with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx The Representative and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) c. The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of Xxxxxxxthe Representative.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxChardan, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Chardan with respect to such solicitation, if requested by XxxxxxxChardan, and (ii) provide XxxxxxxChardan, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxChardan, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Chardan in every respect in connection with Xxxxxxx’x Chardan’s solicitation activities, including, but not limited to, providing to XxxxxxxChardan, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Chardan shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx Chardan solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating informationinformation provided by the Company, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Chardan (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Chardan with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus a prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxChardan, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to XxxxxxxChardan, provided that Xxxxxxx Chardan delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Chardan has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Chardan with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx Chardan and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxChardan.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxMaxim Group LLC (“Maxim”), on a non-exclusive basis, as its agent for the solicitation of the exercise of the Public Warrants. The Company, at its cost, will (i) assist Xxxxxxx Maxim with respect to such solicitation, if requested by XxxxxxxMaxim, and (ii) provide XxxxxxxMaxim, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxMaxim, lists of the record and, to the extent known, beneficial owners of the Company’s Public Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Maxim in every respect in connection with Xxxxxxx’x Maxim’s solicitation activities, including, but not limited to, providing to XxxxxxxMaxim, at the Company’s cost, a list of record and beneficial holders of the Public Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Public Warrants at the time of exercise of the Public Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Maxim shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Public Warrants and only to the extent that an investor who exercises his Public Warrants specifically designates, in writing, that Xxxxxxx Maxim solicited his his, her or its exercise. In addition to soliciting, either orally or in writing, the exercise of Public Warrants by a Public Warrant holder, such services may also include disseminating information, either orally or in writing, to Public Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Public Warrants. (b) In each instance in which a Public Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Maxim (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Public Warrant more than one year from the effective date of the Registration StatementEffective Date, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Maxim with respect to the solicitation of the exercise of the Public Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Public Warrant confirms in writing that the exercise of the Public Warrant was solicited by XxxxxxxMaxim, (iv) the Public Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Public Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Public Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Public Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to XxxxxxxMaxim, provided that Xxxxxxx Maxim delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Maxim has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Maxim with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Public Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx Maxim and the Company may may, at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Public Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxMaxim.

Warrant Solicitation and Warrant Solicitation Fee. (a) a. The Company has engaged Xxxxxxxthe Representatives, on a non-exclusive basis, as its agent agents for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx the Representatives with respect to such solicitation, if requested by Xxxxxxxthe Representatives, and (ii) provide Xxxxxxxthe Representatives, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxxthe Representatives, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx the Representatives in every respect in connection with Xxxxxxx’x the Representatives’ solicitation activities, including, but not limited to, providing to Xxxxxxxthe Representatives, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx the Representatives shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has they have provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx the Representatives solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) b. In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx the Representatives (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock Ordinary Shares is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx the Representatives with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxxthe Representatives, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock Ordinary Shares underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to Xxxxxxxthe Representatives, provided that Xxxxxxx delivers the Representatives deliver to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx has the Representatives have received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied; provided, however, that if the exercise of such Warrant(s) was on a “cashless basis”, the fee may be payable in cash or shares at the sole discretion of the Company. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx the Representatives with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx The Representatives and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) c. The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of Xxxxxxxthe Representatives.

Warrant Solicitation and Warrant Solicitation Fee. (a) a. The Company has engaged Xxxxxxx, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx with respect to such solicitation, if requested by Xxxxxxx, and (ii) provide Xxxxxxx, and direct the Company’s 's transfer agent and the Warrant Agent to deliver to Xxxxxxx, lists of the record and, to the extent known, beneficial owners of the Company’s 's Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx in every respect in connection with Xxxxxxx’x Xxxxxxx'x solicitation activities, including, but not limited to, providing to Xxxxxxx, at the Company’s 's cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s 's securities, or assisting in the processing of the exercise of Warrants. (b) b. In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx (“"Warrant Agent’s 's Exercise Notice”"). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s 's Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxx, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to Xxxxxxx, provided that Xxxxxxx delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx has received the Warrant Agent’s 's Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx with respect to the exercise by the Underwriters or their affiliates or the Company’s 's officers or directors of Warrants purchased by it or them upon exercise of the Representative’s 's Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) c. The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of Xxxxxxx.

Warrant Solicitation and Warrant Solicitation Fee. (a) a. The Company has engaged Xxxxxxxthe Representatives, on a non-exclusive basis, as its agent agents for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx the Representatives with respect to such solicitation, if requested by Xxxxxxxthe Representatives, and (ii) provide Xxxxxxxthe Representatives, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxxthe Representatives, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx the Representatives in every respect in connection with Xxxxxxx’x the Representatives’ solicitation activities, including, but not limited to, providing to Xxxxxxxthe Representatives, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx the Representatives shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has they have provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx the Representatives solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) b. In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx the Representatives (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx the Representatives with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxxthe Representatives, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to Xxxxxxxthe Representatives, provided that Xxxxxxx delivers the Representatives deliver to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx has the Representatives have received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx the Representatives with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx The Representatives and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) c. The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of Xxxxxxxthe Representatives.

Warrant Solicitation and Warrant Solicitation Fee. (a) a. The Company has engaged XxxxxxxCRT, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx CRT with respect to such solicitation, if requested by XxxxxxxCRT, and (ii) provide XxxxxxxCRT, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxCRT, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx CRT in every respect in connection with Xxxxxxx’x CRT’s solicitation activities, including, but not limited to, providing to XxxxxxxCRT, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx CRT shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx CRT solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) b. In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx CRT (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx CRT with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxCRT, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to XxxxxxxCRT, provided that Xxxxxxx CRT delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx CRT has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx CRT with respect to the exercise by the Underwriters it or their its affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx CRT and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) c. The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxCRT.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxRxxxxx, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Rxxxxx with respect to such solicitation, if requested by XxxxxxxRxxxxx, and (ii) provide XxxxxxxRxxxxx, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxRxxxxx, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to fully cooperate with Xxxxxxx Rxxxxx in every respect in connection with Xxxxxxx’x Rxxxxx’x solicitation activities, including, but not limited to, providing to XxxxxxxRxxxxx, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Rxxxxx shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx Rxxxxx solicited his his, her or its exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Rxxxxx (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Rxxxxx with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxRxxxxx, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay in the case of a cash exercise of the Warrant, a fee of 5% of the Warrant Price to Xxxxxxx, Rxxxxx; provided that Xxxxxxx Rxxxxx delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Rxxxxx has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Rxxxxx with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx Rxxxxx and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxRxxxxx.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxMaxim Group LLC (“Maxim”), on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Maxim with respect to such solicitation, if requested by XxxxxxxMaxim, and (ii) provide XxxxxxxMaxim, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxMaxim, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Maxim in every respect in connection with Xxxxxxx’x Maxim’s solicitation activities, including, but not limited to, providing to XxxxxxxMaxim, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Maxim shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx Maxim solicited his his, her or its exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Maxim (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Maxim with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxMaxim, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to XxxxxxxMaxim, provided that Xxxxxxx Maxim delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Maxim has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Maxim with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx Maxim and the Company may may, at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. 3.3.5 may not be modified, amended or deleted without the prior written consent of XxxxxxxMaxim.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxMaxim Group LLC (“Maxim”), on a non-exclusive basis, as its agent for the solicitation of the exercise of the Public Warrants. The Company, at its cost, will (i) assist Xxxxxxx Maxim with respect to such solicitation, if requested by XxxxxxxMaxim, and (ii) provide XxxxxxxMaxim, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxMaxim, lists of the record and, to the extent known, beneficial owners of the Company’s Public Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Maxim in every respect in connection with Xxxxxxx’x Maxim’s solicitation activities, including, but not limited to, providing to XxxxxxxMaxim, at the Company’s cost, a list of record and beneficial holders of the Public Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b3.3.6(b) below to holders of the Public Warrants at the time of exercise of the Public Warrants. In addition to the conditions set forth in Section 3.3.5(b3.3.6(b), Xxxxxxx Maxim shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b3.3.6(b) only if it has provided bona fide services to the Company in connection with the exercise of the Public Warrants and only to the extent that an investor who exercises his Public Warrants specifically designates, in writing, that Xxxxxxx Maxim solicited his his, her or its exercise. In addition to soliciting, either orally or in writing, the exercise of Public Warrants by a Public Warrant holder, such services may also include disseminating information, either orally or in writing, to Public Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Public Warrants. (b) In each instance in which a Public Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Maxim (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Public Warrant more than one year from the effective date of the Registration StatementEffective Date, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Maxim with respect to the solicitation of the exercise of the Public Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Public Warrant confirms in writing that the exercise of the Public Warrant was solicited by XxxxxxxMaxim, (iv) the Public Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Public Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Public Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Public Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to XxxxxxxMaxim, provided that Xxxxxxx Maxim delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Maxim has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Maxim with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Public Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx Maxim and the Company may may, at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Public Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.53.3.6. may not be modified, amended or deleted without the prior written consent of XxxxxxxMaxim.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged Xxxxxxx, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Class A Warrants and the Class B Warrants. The CompanyCompany will, at its cost, will (i) assist Xxxxxxx with respect to such solicitation, if requested by Xxxxxxx, and (ii) provide Xxxxxxx, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxx, Xxxxxxx lists of the record and, to the extent known, beneficial owners of the Company’s Class A Warrants and Class B Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx in every respect in connection with Xxxxxxx’x solicitation activities, including, but not limited to, providing to Xxxxxxx, at the Company’s cost, a list of record and beneficial holders of the Class A Warrants and the Class B Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b7(b) below to holders of the Warrants Warrant Holders at the time of exercise of the Class A Warrants or Class B Warrants. In addition to the conditions set forth in Section 3.3.5(b7(b), Xxxxxxx shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b7(b) only if it has provided bona fide services to permitted under the Company in connection with the exercise rules and regulations of the Warrants Financial Industry Regulatory Authority and only to the extent that an investor a holder who exercises his Class A Warrants or Class B Warrants specifically designates, in writing, that Xxxxxxx solicited his the exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Class A Warrant or Class B Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Class A Warrant or Class B Warrant more than one year from the effective date of the Registration Statementregistration statement originally registering the Class A Warrants and/or the Class B Warrants as part of units issued in the Public Offering, (i) the market price of the Company’s Common Stock common stock is greater than the Warrant Exercise Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx with respect to the solicitation of the exercise of the Class A Warrants and the Class B Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant Holder confirms in writing that the exercise of the Class A Warrant or Class B Warrant was solicited by Xxxxxxx, (iv) the Class A Warrant or Class B Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Class A Warrant or Class B Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock Share underlying the Warrants Class A Warrant or Class B Warrant so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s)Class A Warrant or Class B Warrant, shall, on behalf of the Company, pay a fee of 5% of the Warrant Exercise Price to Xxxxxxx, provided that Xxxxxxx delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx with respect to the exercise by the Underwriters Xxxxxxx or their its affiliates of Class A Warrants or the Company’s officers or directors of Class B Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters it or them for its or their own account. Xxxxxxx and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates Certificates returned to the Warrant Agent upon exercise of the Class A Warrants and the Class B Warrants. (c) The provisions of this Section 3.3.57. may not be modified, amended or deleted without the prior written consent of Xxxxxxx.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxRodman, on a non-exclusive basis, as its xx xts agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Rodman with respect to such solicitationsoxxxxxxtion, if requested by XxxxxxxRodman, and (ii) provide XxxxxxxRodman, and direct xxx xirect the Company’s transfer 's xxxxxxer agent and the Warrant Agent to deliver to XxxxxxxRodman, lists of the record and, to the xx xxe extent known, beneficial owners of the Company’s 's Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Rodman in every respect in connection with Xxxxxxx’x connecxxxx xith Rodman's solicitation activities, includingxxxxxxxng, but not limited to, providing to XxxxxxxRodman, at the Company’s 's cost, a list x xxst of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Rodman shall accept payment of the warrant thx xxxxant solicitation fee provided in Section 3.3.5(b3.3.5 (b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx Rodman solicited his exercisehis, her or ixx xxxrcise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s 's securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxx, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to Xxxxxxx, provided that Xxxxxxx delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of Xxxxxxx.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged Xxxxxxxthe Representative, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx the Representative with respect to such solicitation, if requested by Xxxxxxx, the Representative and (ii) provide Xxxxxxxto the Representative, and direct the Company’s transfer and warrant agent and the Warrant Agent to deliver to Xxxxxxxthe Representative, lists of the record andrecord, and to the extent known, beneficial owners of the Company’s Warrants. The Accordingly, the Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx the Representative in every respect in connection with Xxxxxxx’x the Representative’s solicitation activities, including, but not limited to, providing to Xxxxxxxthe Representative, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx the Representative shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx solicited his exerciseWarrants. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services also may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx the Representative (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from after the first anniversary of the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering original offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxxthe Representative, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amendedand (vi) the Representative is a member of the National Association of Securities Dealers, Inc., then the Warrant Agent, simultaneously with the distribution issuance of the Common Stock common stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Warrant Price to Xxxxxxxthe Representative in accordance with its actual solicitation of a Warrant holder, provided that Xxxxxxx the Representative delivers to the Warrant Agent within ten three (103) business days from the date on which Xxxxxxx has the Representative received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx The Representative and the Company may may, at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. 3.3.5 may not be modified, amended or deleted without the prior written consent of Xxxxxxxthe Representative.

Warrant Solicitation and Warrant Solicitation Fee. (a) a. The Company has engaged XxxxxxxSunrise, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Sunrise with respect to such solicitation, if requested by XxxxxxxSunrise, and (ii) provide XxxxxxxSunrise, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxSunrise, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Sunrise in every respect in connection with Xxxxxxx’x Sunrise’s solicitation activities, including, but not limited to, providing to XxxxxxxSunrise, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Sunrise shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx Sunrise solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) b. In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Sunrise (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Sunrise with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxSunrise, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to XxxxxxxSunrise, provided that Xxxxxxx Sunrise delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Sunrise has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Sunrise with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx Sunrise and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) c. The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxSunrise.

Warrant Solicitation and Warrant Solicitation Fee. (a1) The Company has engaged XxxxxxxX.X. Xxxxxxxx & Co., Inc. ("Xxxxxxxx"), on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Xxxxxxxx with respect to such solicitation, if requested by Xxxxxxx, Xxxxxxxx and (ii) provide Xxxxxxx, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxx, Xxxxxxxx lists of the record Registered Holders, and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx in every respect in connection with Xxxxxxx’x solicitation activities, including, but not limited to, providing to Xxxxxxx, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the 's Warrants. In addition to the conditions set forth in Section 3.3.5(b)7(b) herein below, Xxxxxxx Xxxxxxxx shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b7(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx solicited his exerciseWarrants. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s 's securities, or assisting in the processing of the exercise of Warrants. (b2) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more (other than one year from Warrants issued by the effective date Company upon exercise of the Registration StatementPurchase Options issued by the Company to Xxxxxxxx and/or its designees in connection with the original offering), (i) the market price of the Company’s Common Stock is greater than the Warrant Exercise Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering original offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation)exercise, (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxXxxxxxxx, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions Company shall pay from the Company following receipt of the proceeds to the Company received upon exercise of such the Warrant(s), shall, on behalf of the Company, pay a fee of 54% of the Warrant Exercise Price to XxxxxxxXxxxxxxx, provided that Xxxxxxx Xxxxxxxx delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx has received the Warrant Agent’s Exercise Notice, Company a certificate that the conditions set forth in the preceding clauses (ii), (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of Xxxxxxx.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxXxxx Capital, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, Company will at its cost, will cost (i) assist Xxxxxxx Xxxx Capital with respect to such solicitation, solicitation if requested to do so by XxxxxxxXxxx Capital, and (ii) provide Xxxxxxxto Xxxx Capital, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxXxxx Capital, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Xxxx Capital in every respect in connection with Xxxxxxx’x Xxxx Capital’s solicitation activities, activities including, but not limited to, providing to Xxxxxxx, Xxxx Capital at the Company’s cost, expense a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Xxxx Capital shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his his, her or its Warrants specifically designatesprovides in writing that Xxxx Capital solicited his, in writing, that Xxxxxxx solicited his her or its exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Xxxx Capital (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Xxxx Capital with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxXxxx Capital, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company and following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to XxxxxxxXxxx Capital, provided that Xxxxxxx Xxxx Capital delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Xxxx Capital has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (ii), (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Xxxx Capital with respect to the exercise by the Underwriters underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx Xxxx Capital and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxXxxx Capital.

Warrant Solicitation and Warrant Solicitation Fee. (a) 3.4.1 The Company has engaged XxxxxxxHCFP, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Public Warrants. The Company, at its cost, will (i) assist Xxxxxxx HCFP with respect to such solicitation, if requested by XxxxxxxHCFP, and (ii) provide Xxxxxxx, and direct the Company’s 's transfer agent and the Warrant Agent to deliver to XxxxxxxHCFP, lists of the record and, to the extent known, beneficial owners of the Company’s Public Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx HCFP in every respect in connection with Xxxxxxx’x HCFP's solicitation activities, including, but not limited to, providing to XxxxxxxHCFP, at the Company’s 's cost, a list of record and and, to the extent known, beneficial holders owners of the Public Warrants and circulating a prospectus or offering circular provided by the Company disclosing the compensation arrangements referenced in Section 3.3.5(b) 3.4.2 below to holders of the Public Warrants at the time of exercise of the Public Warrants. In addition to the conditions set forth in Section 3.3.5(b)3.4.2, Xxxxxxx HCFP shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) 3.4.2 only if it has provided bona fide services to the Company in connection with the exercise of the Public Warrants and only to the extent that an investor who exercises his Public Warrants specifically designates, in writing, that Xxxxxxx HCFP solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Public Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s 's securities, or assisting in the processing of the exercise of Public Warrants. (b) 3.4.2 In each instance in which a Public Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx HCFP (“"Warrant Agent’s 's Exercise Notice”"). If, upon the exercise of any Public Warrant more than one year from the effective date of the Registration Statementhereof, (i) the market price of the Company’s 's Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx HCFP with respect to the solicitation of the exercise of the Public Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Public Warrant confirms in writing that the exercise of the Public Warrant was solicited by XxxxxxxHCFP, (iv) the Public Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Public Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Public Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Public Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to XxxxxxxHCFP, provided that Xxxxxxx HCFP delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx HCFP has received the Warrant Agent’s 's Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx HCFP with respect to the exercise by the Underwriters HCFP or their its affiliates or the Company’s 's officers or directors of Public Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx HCFP and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Public Warrant certificates returned to the Warrant Agent upon exercise of Public Warrants. (c) 3.4.3 The provisions of this Section 3.3.5. 3 may not be modified, amended or deleted without the prior written consent of XxxxxxxHCFP.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxXxxxxx Xxxxx, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Xxxxxx Xxxxx with respect to such solicitation, if requested by XxxxxxxXxxxxx Xxxxx, and (ii) at Xxxxxx Xxxxx’ request, provide XxxxxxxXxxxxx Xxxxx, and direct direct, through written instructions, the Company’s transfer and warrant agent and the Warrant Agent to deliver to Xxxxxxxprovide Xxxxxx Xxxxx, lists of the record andrecord, and to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Xxxxxx Xxxxx in every reasonable respect in connection with Xxxxxxx’x Xxxxxx Xxxxx’ solicitation activities, including, but not limited to, providing to XxxxxxxXxxxxx Xxxxx, at the Company’s costcost and upon written instruction to the Warrant Agent, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Xxxxxx Xxxxx shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to permitted under the Company in connection with the exercise rules and regulations of the Warrants NASD and only to the extent that an the investor who exercises his his, her or its Warrants specifically designates, in writing, that Xxxxxxx Xxxxxx Xxxxx solicited his his, her or its exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holderWarrantholder, such services may also include disseminating information, either orally or in writing, to Warrant holders Warrantholders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise within a reasonable time period to the Company and Xxxxxxx Xxxxxx Xxxxx (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxXxxxxx Xxxxx, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such the Warrant(s)) so exercised, shall, on behalf of the Company, pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Warrant Price to XxxxxxxXxxxxx Xxxxx, provided that Xxxxxxx Xxxxxx Xxxxx delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Xxxxxx Xxxxx has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfiedsatisfied and the Company provides written notice as to (i) and (ii) authorizing such payment. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Xxxxxx Xxxxx with respect to the exercise by the Underwriters Underwriter or their its affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the RepresentativeUnderwriter’s Warrants and still held by any of the Underwriters Underwriter or them for its or their own account. Xxxxxxx Xxxxxx Xxxxx and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxXxxxxx Xxxxx.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged Xxxxxxxthe Representatives, on a non-exclusive basis, as its agent agents for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx the Representatives with respect to such solicitation, if requested by Xxxxxxxthe Representatives, and (ii) provide Xxxxxxxthe Representatives, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxxthe Representatives, lists of the record Registered Holders and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to fully cooperate with Xxxxxxx the Representatives in every respect in connection with Xxxxxxx’x the Representatives’ solicitation activities, including, but not limited to, providing to Xxxxxxxthe Representatives, at the Company’s cost, a list of record the Registered Holders and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b3.4(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b3.4(b), Xxxxxxx each Representative shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b3.4(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx a Representative solicited his his, her or its exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holderRegistered Holder, such services may also include disseminating information, either orally or in writing, to Warrant holders Registered Holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx the Representatives (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than following the later of one year from the effective date of the Registration StatementStatement and the consummation of a Business Combination, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx the Representatives with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxxa Representative, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay pay, in the case of a cash exercise of the Warrant, a fee of 5% of the Warrant Price to Xxxxxxxsuch Representative, and a fee of 5% of the value of the Common Stock (based on the Fair Market Value of the Common Stock) received by the holder upon a cashless exercise pursuant to Section 3.3(iii)(b); provided that Xxxxxxx the Representative delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx has the Representatives have received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx the Representatives with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx The Representatives and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates Certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. 3.4 may not be modified, amended or deleted without the prior written consent of XxxxxxxI-Bankers.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged Xxxxxxxthe Representative, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx the Representative with respect to such solicitation, if requested by Xxxxxxxthe Representative, and (ii) provide Xxxxxxxthe Representative, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxxthe Representative, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx the Representative in every respect in connection with Xxxxxxx’x the Representative's solicitation activities, including, but not limited to, providing to Xxxxxxxthe Representative, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx the Representative shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has they have provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx the Representative solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx the Representative (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx the Representative with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxxthe Representative, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to Xxxxxxxthe Representative, provided that Xxxxxxx delivers the Representative deliver to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx the Representative has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (ii), (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx the Representative with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them foregoing for its or their own account. Xxxxxxx The Representative and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of Xxxxxxxthe Representative.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged Xxxxxxx, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Unit Warrants. The CompanyCompany will, at its cost, will (i) assist Xxxxxxx with respect to such solicitation, if requested by Xxxxxxx, and (ii) provide Xxxxxxx, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxx, Xxxxxxx lists of the record and, to the extent known, beneficial owners of the Company’s Unit Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx in every respect in connection with Xxxxxxx’x solicitation activities, including, but not limited to, providing to Xxxxxxx, at the Company’s cost, a list of record and beneficial holders of the Unit Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b7(b) below to holders of the Unit Warrants at the time of exercise of the Unit Warrants. In addition to the conditions set forth in Section 3.3.5(b7(b), Xxxxxxx shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b7(b) only if it has provided bona fide services to permitted under the Company in connection with the exercise rules and regulations of the Warrants FINRA and only to the extent that an investor a holder who exercises his Unit Warrants specifically designates, in writing, that Xxxxxxx solicited his the exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Unit Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Unit Warrant more than one year from the effective date of the Registration Statementregistration statement, registering the Unit Warrants, (i) the market price of the Company’s Common Stock common stock is greater than the Warrant Exercise Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx with respect to the solicitation of the exercise of the Unit Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Unit Warrant confirms in writing that the exercise of the Unit Warrant was solicited by Xxxxxxx, (iv) the Unit Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Unit Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock common stock underlying the Unit Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Unit Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to Xxxxxxx, provided that Xxxxxxx delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx with respect to the exercise by the Underwriters Xxxxxxx or their its affiliates or the Company’s officers or directors of Unit Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters it or them for its or their own account. Xxxxxxx and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates Certificates returned to the Warrant Agent upon exercise of Unit Warrants. (c) The provisions of this Section 3.3.5. 7 may not be modified, amended or deleted without the prior written consent of Xxxxxxx.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged Xxxxxxx, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx with respect to such solicitation, if requested by Xxxxxxx, and (ii) provide Xxxxxxx, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxx, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx in every respect in connection with Xxxxxxx’x solicitation activities, including, but not limited to, providing to Xxxxxxx, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxx, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to Xxxxxxx, provided that Xxxxxxx delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of Xxxxxxx.

Warrant Solicitation and Warrant Solicitation Fee. (a) 3.4.1 The Company has engaged XxxxxxxHCFP, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Public Warrants. The Company, at its cost, will (i) assist Xxxxxxx HCFP with respect to such solicitation, if requested by XxxxxxxHCFP, and (ii) provide Xxxxxxx, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxHCFP, lists of the record and, to the extent known, beneficial owners of the Company’s Public Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx HCFP in every respect in connection with Xxxxxxx’x HCFP’s solicitation activities, including, but not limited to, providing to XxxxxxxHCFP, at the Company’s cost, a list of record and and, to the extent known, beneficial holders owners of the Public Warrants and circulating a prospectus or offering circular provided by the Company disclosing the compensation arrangements referenced in Section 3.3.5(b) 3.4.2 below to holders of the Public Warrants at the time of exercise of the Public Warrants. In addition to the conditions set forth in Section 3.3.5(b)3.4.2, Xxxxxxx HCFP shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) 3.4.2 only if it has provided bona fide services to the Company in connection with the exercise of the Public Warrants and only to the extent that an investor who exercises his Public Warrants specifically designates, in writing, that Xxxxxxx HCFP solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Public Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Public Warrants. (b) 3.4.2 In each instance in which a Public Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx HCFP (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Public Warrant more than one year from the effective date of the Registration Statementhereof, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx HCFP with respect to the solicitation of the exercise of the Public Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Public Warrant confirms in writing that the exercise of the Public Warrant was solicited by XxxxxxxHCFP, (iv) the Public Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Public Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Public Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Public Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to XxxxxxxHCFP, provided that Xxxxxxx HCFP delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx HCFP has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx HCFP with respect to the exercise by the Underwriters HCFP or their its affiliates or the Company’s officers or directors of Public Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx HCFP and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Public Warrant certificates returned to the Warrant Agent upon exercise of Public Warrants. (c) 3.4.3 The provisions of this Section 3.3.5. 3 may not be modified, amended or deleted without the prior written consent of XxxxxxxHCFP.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxMaxim, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Public Warrants. The Company, at its costcost and expense, will (i) assist Xxxxxxx Maxim with respect to such solicitation, if requested by XxxxxxxMaxim, and (ii) provide XxxxxxxMaxim, and direct the Company’s transfer and warrant agent and the Warrant Agent to deliver to XxxxxxxMaxim, lists of the record and, to the extent known, beneficial owners of the Company’s Public Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Maxim in every respect in connection with Xxxxxxx’x Maxim’s solicitation activities, including, but not limited to, providing to XxxxxxxMaxim, at the Company’s cost, a list of record and beneficial holders of the Public Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Public Warrants at the time of exercise of the Public Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Maxim shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Public Warrants and only to the extent that an investor who exercises his Public Warrants specifically designates, in writing, that Xxxxxxx Maxim solicited his his, her or its exercise. In addition to soliciting, either orally or in writing, the exercise of Public Warrants by a Warrant holderWarrantholder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Public Warrants. (b) In each instance in which a Public Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Maxim (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Public Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Public Warrant confirms in writing that the exercise of the Public Warrant was solicited by XxxxxxxMaxim, (iv) the Public Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Public Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Public Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon from the exercise of such the Public Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to XxxxxxxMaxim, provided that Xxxxxxx Maxim delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Maxim has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Maxim with respect to the exercise by the Underwriters underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representativeunderwriter’s Warrants and still held by any of the Underwriters underwriter’s or them for its or their own account. Xxxxxxx Maxim and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Public Warrants. (c) The provisions of this Section 3.3.5. 3.3.5 may not be modified, amended or deleted without the prior written consent of XxxxxxxMaxim. (d) The provisions of this Section 3.3.5 also shall apply to the Private Warrants so long as such Private Warrant is not held in the name of the original person or entity to which the Company issued such Private Warrant or a permitted transferee thereof.

Warrant Solicitation and Warrant Solicitation Fee. (a) a. The Company has engaged XxxxxxxXxxx Capital, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Xxxx Capital with respect to such solicitation, if requested by XxxxxxxXxxx Capital, and (ii) provide XxxxxxxXxxx Capital, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxXxxx Capital, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Xxxx Capital in every respect in connection with Xxxxxxx’x Xxxx Capital’s solicitation activities, including, but not limited to, providing to XxxxxxxXxxx Capital, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Xxxx Capital shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx Xxxx Capital solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) b. In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Xxxx Capital (the “Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Xxxx Capital with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxXxxx Capital, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay to Xxxx Capital a fee of 5% of the Warrant Price for Warrants exercised, or the portion of Warrants exercised, pursuant to XxxxxxxSection 3.2, to Xxxx Capital; provided that Xxxxxxx Xxxx Capital delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Xxxx Capital has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Xxxx Capital with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx Xxxx Capital and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) c. The provisions of this Section 3.3.5. 3.3.5 may not be modified, amended or deleted without the prior written consent of XxxxxxxXxxx Capital.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxMaxim Group LLC (“Maxim”), on a non-exclusive basis, as its agent for the solicitation of the exercise of the Public Warrants. The Company, at its cost, will (i) assist Xxxxxxx Maxim with respect to such solicitation, if requested by XxxxxxxMaxim, and (ii) provide XxxxxxxMaxim, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxMaxim, lists of the record and, to the extent known, beneficial owners of the Company’s Public Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Maxim in every respect in connection with Xxxxxxx’x Maxim’s solicitation activities, including, but not limited to, providing to XxxxxxxMaxim, at the Company’s cost, a list of record and beneficial holders of the Public Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b3.3.6(b) below to holders of the Public Warrants at the time of exercise of the Public Warrants. In addition to the conditions set forth in Section 3.3.5(b3.3.6(b), Xxxxxxx Maxim shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b3.3.6(b) only if it has provided bona fide services to the Company in connection with the exercise of the Public Warrants and only to the extent that an investor who exercises his Public Warrants specifically designates, in writing, that Xxxxxxx Maxim solicited his his, her or its exercise. In addition to soliciting, either orally or in writing, the exercise of Public Warrants by a Public Warrant holder, such services may also include disseminating information, either orally or in writing, to Public Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Public Warrants. (b) In each instance in which a Public Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Maxim (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Public Warrant more than one year from the effective date of the Registration StatementEffective Date, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Maxim with respect to the solicitation of the exercise of the Public Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Public Warrant confirms in writing that the exercise of the Public Warrant was solicited by XxxxxxxMaxim, (iv) the Public Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Public Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Public Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Public Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to XxxxxxxMaxim, provided that Xxxxxxx Maxim delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Maxim has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Maxim with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Public Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx Maxim and the Company may may, at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Public Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. 3.3.6 may not be modified, amended or deleted without the prior written consent of XxxxxxxMaxim.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxXxxxxx, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Xxxxxx with respect to such solicitation, if requested by XxxxxxxXxxxxx, and (ii) provide XxxxxxxXxxxxx, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxXxxxxx, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to fully cooperate with Xxxxxxx Xxxxxx in every respect in connection with Xxxxxxx’x Xxxxxx’x solicitation activities, including, but not limited to, providing to XxxxxxxXxxxxx, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Xxxxxx shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx Xxxxxx solicited his his, her or its exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Xxxxxx (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Xxxxxx with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxXxxxxx, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay (A) in the case of a cash exercise of the Warrant, a fee of 5% of the Warrant Price to XxxxxxxXxxxxx; or (B) in the case of exercise of the Warrant on a cashless basis, either a fee of .05 shares for each warrant exercised or 5% of the fair market value of each share issued upon such exercise (the method of payment to be at the Company's option),; provided that Xxxxxxx Xxxxxx delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Xxxxxx has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Xxxxxx with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx Xxxxxx and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxXxxxxx.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged Xxxxxxxthe Placement Agent, on a non-exclusive basis, as its agent for the solicitation of the exercise of the this Warrant (including any Extra Warrants). The Company, at its cost, will (i) assist Xxxxxxx the Placement Agent with respect to such solicitation, if requested by Xxxxxxx, the Placement Agent and (ii) provide Xxxxxxxthe Placement Agent, and direct the Company’s 's transfer agent and the Warrant Agent warrant agents to deliver to Xxxxxxxthe Placement Agent, lists of the record andrecord, and to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs shall instruct the Warrant Agent transfer and warrant agents to cooperate with Xxxxxxx the Placement Agent in every respect in connection with Xxxxxxx’x the Placement Agent's solicitation activities, including, but not limited to, providing to Xxxxxxxthe Placement Agent, at the Company’s 's cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing providing disclosure documents, where necessary, to the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a this Warrant is exercised, the Warrant Agent Company shall promptly give written notice of such exercise to the Company and Xxxxxxx (“Warrant Placement Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statementthis Warrant, (i) the market price of the Company’s 's Common Stock is greater than the Warrant Purchase Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the this Warrant was solicited by Xxxxxxxthe Placement Agent, (iv) the this Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the this Warrant was not in violation of Regulation M Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant AgentCompany shall, simultaneously with the distribution upon exercise of the Common Stock underlying the Warrants so exercised in accordance with the instructions this Warrant, pay from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay this Warrant a fee of 5% of the Warrant Purchase Price to Xxxxxxxthe Placement Agent, provided that Xxxxxxx the Placement Agent delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx has received the Warrant Agent’s Exercise Notice, Company a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoingThe Placement Agent may, no fee will be paid to Xxxxxxx with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx and the Company may at any time during business hours, examine the records of the Warrant AgentCompany, including its ledger of original Warrant certificates returned to the Warrant Agent Company upon exercise of the Warrants. (c) . The provisions Placement Agent is intended to be a third party beneficiary of this Section 3.3.5. 18 and, as such, this section may not be modifiedamended, amended modified or deleted without the prior express written consent of Xxxxxxxthe Placement Agent. MILESTONE SCIENTIFIC INC. By: Name: Xxx Xxxxx Title: President EXHIBIT I NOTICE OF EXERCISE TO: Milestone Scientific Inc. 00 Xxxx Xxxx Short Hills, New Jersey 07078 I. The undersigned hereby elects to purchase ________ shares of the Common Stock of Milestone Scientific Inc., pursuant to terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, together with all applicable transfer taxes, if any. I. Please issue a certificate or certificates representing said shares of the Common Stock in the name of the undersigned or in such other name as is specified below: I. The undersigned represents that it will sell the shares of Common Stock pursuant to an effective Registration Statement under the Securities Act of 1933, as amended, or an exemption from registration thereunder. I. I acknowledge that this exercise of the Warrant represented by this Notice of Exercise was solicited by GKN Securities Corp.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxPxxxxxx, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Class C Warrants. The CompanyCompany will, at its cost, will (i) assist Xxxxxxx Pxxxxxx with respect to such solicitation, if requested by XxxxxxxPxxxxxx, and (ii) provide XxxxxxxPxxxxxx, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxx, Pxxxxxx lists of the record and, to the extent known, beneficial owners of the Company’s Class C Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Pxxxxxx in every respect in connection with Xxxxxxx’x Pxxxxxx’x solicitation activities, including, but not limited to, providing to XxxxxxxPxxxxxx, at the Company’s cost, a list of record and beneficial holders of the Class C Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b7(b) below to holders of the Class C Warrants at the time of exercise of the Class C Warrants. In addition to the conditions set forth in Section 3.3.5(b7(b), Xxxxxxx Pxxxxxx shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b7(b) only if it has provided bona fide services to permitted under the Company in connection with the exercise rules and regulations of the Warrants Financial Industry Regulatory Authority and only to the extent that an investor a holder who exercises his Class C Warrants specifically designates, in writing, that Xxxxxxx Pxxxxxx solicited his the exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Class C Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Pxxxxxx (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Class C Warrant more than one year from the effective date of the Registration Statementregistration statement, registering the Class C Warrants, (i) the market price of the Company’s Common Stock is greater than the Warrant Exercise Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Pxxxxxx with respect to the solicitation of the exercise of the Class C Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Class C Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxPxxxxxx, (iv) the Class C Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Class C Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock Share underlying the Warrants Class C Warrant so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s)Class C Warrant, shall, on behalf of the Company, pay a fee of 5% of the Warrant Exercise Price to XxxxxxxPxxxxxx, provided that Xxxxxxx Pxxxxxx delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Pxxxxxx has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Pxxxxxx with respect to the exercise by the Underwriters Pxxxxxx or their its affiliates or the Company’s officers or directors of Class C Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters it or them for its or their own account. Xxxxxxx Pxxxxxx and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates Certificates returned to the Warrant Agent upon exercise of Class C Warrants. (c) The provisions of this Section 3.3.57. may not be modified, amended or deleted without the prior written consent of XxxxxxxPxxxxxx.

Warrant Solicitation and Warrant Solicitation Fee. (a) a. The Company has engaged XxxxxxxEBC, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx EBC with respect to such solicitation, if requested by XxxxxxxEBC, and (ii) provide XxxxxxxEBC, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxEBC, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx EBC in every respect in connection with Xxxxxxx’x EBC’s solicitation activities, including, but not limited to, providing to XxxxxxxEBC, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx EBC shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx EBC solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) b. In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx EBC (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx EBC with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxEBC, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to XxxxxxxEBC, provided that Xxxxxxx EBC delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx EBC has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx EBC with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx EBC and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) c. The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxEBC.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxPxxxxxx, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Class C Warrants. The CompanyCompany will, at its cost, will (i) assist Xxxxxxx Pxxxxxx with respect to such solicitation, if requested by XxxxxxxPxxxxxx, and (ii) provide XxxxxxxPxxxxxx, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxx, Pxxxxxx lists of the record and, to the extent known, beneficial owners of the Company’s Class C Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Pxxxxxx in every respect in connection with Xxxxxxx’x Pxxxxxx’x solicitation activities, including, but not limited to, providing to XxxxxxxPxxxxxx, at the Company’s cost, a list of record and beneficial holders of the Class C Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b7(b) below to holders of the Class C Warrants at the time of exercise of the Class C Warrants. In addition to the conditions set forth in Section 3.3.5(b7(b), Xxxxxxx Pxxxxxx shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b7(b) only if it has provided bona fide services to permitted under the Company in connection with the exercise rules and regulations of the Warrants Financial Industry Regulatory Authority and only to the extent that an investor a holder who exercises his Class C Warrants specifically designates, in writing, that Xxxxxxx Pxxxxxx solicited his the exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Class C Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Pxxxxxx (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Class C Warrant more than one year from the effective date of the Registration Statementregistration statement, registering the Class C Warrants, (i) the market price of the Company’s Common Stock common stock is greater than the Warrant Exercise Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Pxxxxxx with respect to the solicitation of the exercise of the Class C Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Class C Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxPxxxxxx, (iv) the Class C Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Class C Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock Share underlying the Warrants Class C Warrant so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s)Class C Warrant, shall, on behalf of the Company, pay a fee of 5% of the Warrant Exercise Price to XxxxxxxPxxxxxx, provided that Xxxxxxx Pxxxxxx delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Pxxxxxx has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Pxxxxxx with respect to the exercise by the Underwriters Pxxxxxx or their its affiliates or the Company’s officers or directors of Class C Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters it or them for its or their own account. Xxxxxxx Pxxxxxx and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates Certificates returned to the Warrant Agent upon exercise of Class C Warrants. (c) The provisions of this Section 3.3.57. may not be modified, amended or deleted without the prior written consent of XxxxxxxPxxxxxx.

Warrant Solicitation and Warrant Solicitation Fee. (a) 3.4.1 The Company has engaged XxxxxxxMaxim Group LLC (“Maxim”), on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will will: (i) assist Xxxxxxx Maxim with respect to such solicitation, if requested by XxxxxxxMaxim, and (ii) provide XxxxxxxMaxim, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxMaxim, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Maxim in every respect in connection with Xxxxxxx’x Maxim’s solicitation activities, including, but not limited to, providing to XxxxxxxMaxim, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) 3.4.2 below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b)3.4.2, Xxxxxxx Maxim shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) 3.4.2 only if it has provided bona fide services to permitted under the Company in connection with the exercise rules and regulations of the Warrants FINRA and only to the extent that an investor a holder who exercises his Warrants specifically designates, in writing, that Xxxxxxx Maxim solicited his the exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) 3.4.2 In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx (“Warrant Agent’s Exercise Notice”)) of such exercise to the Company and Maxim. If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, : (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Maxim with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus a prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxMaxim, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock common stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 53% of the Warrant Price to XxxxxxxMaxim, provided that Xxxxxxx Maxim delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Maxim has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx with respect to the exercise by the Underwriters Maxim or their its affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or it her them for its or their own account. Xxxxxxx Maxim and the Company may may, at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) 3.4.3 The provisions of this Section 3.3.5. 3.4 may not be modified, amended or deleted without the prior written consent of XxxxxxxMaxim.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxXxxxxx Xxxxx, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Xxxxxx Xxxxx with respect to such solicitation, if requested by XxxxxxxXxxxxx Xxxxx, and (ii) at Xxxxxx Xxxxx’ request, provide XxxxxxxXxxxxx Xxxxx, and direct the Company’s transfer and warrant agent and the Warrant Agent to deliver to Xxxxxxxprovide Xxxxxx Xxxxx, lists of the record andrecord, and to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Xxxxxx Xxxxx in every respect in connection with Xxxxxxx’x Xxxxxx Xxxxx’ solicitation activities, including, but not limited to, providing to XxxxxxxXxxxxx Xxxxx, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Xxxxxx Xxxxx shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to permitted under the Company in connection with the exercise rules and regulations of the Warrants NASD and only to the extent that an the investor who exercises his his, her or its Warrants specifically designates, in writing, that Xxxxxxx Xxxxxx Xxxxx solicited his his, her or its exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holderWarrantholder, such services may also include disseminating information, either orally or in writing, to Warrant holders Warrantholders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Xxxxxx Xxxxx (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxXxxxxx Xxxxx, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such the Warrant(s)) so exercised, shall, on behalf of the Company, pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Warrant Price to XxxxxxxXxxxxx Xxxxx, provided that Xxxxxxx Xxxxxx Xxxxx delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Xxxxxx Xxxxx has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Xxxxxx Xxxxx with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Underwriters’ Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx Xxxxxx Xxxxx and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxXxxxxx Xxxxx.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged Xxxxxxx Securities LLC (“Xxxxxxx”), one of the Underwriters, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx with respect to such solicitation, if requested by Xxxxxxx, and (ii) provide to Xxxxxxx, and direct the Company’s transfer and warrant agent and the Warrant Agent to deliver to Xxxxxxx, lists of the record andrecord, and to the extent known, beneficial owners of the Company’s Warrants. The Accordingly, the Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx in every respect in connection with Xxxxxxx’x solicitation activities, including, but not limited to, providing to Xxxxxxx, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx solicited his exerciseWarrants. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services also may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from after the first anniversary of the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering original offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxx, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution issuance of the Common Stock common stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of the Warrant Price to XxxxxxxXxxxxxx in accordance with its actual solicitation of a Warrant holder, provided that Xxxxxxx delivers to the Warrant Agent within ten three (103) business days from the date on which Xxxxxxx has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx and the Company may may, at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. 3.3.5 may not be modified, amended or deleted without the prior written consent of Xxxxxxx.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxChardan Capital Markets, LLC (“Chardan”), on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Chardan with respect to such solicitation, if requested by XxxxxxxChardan, and (ii) provide XxxxxxxChardan, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxChardan, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Chardan in every respect in connection with Xxxxxxx’x Chardan’s solicitation activities, including, but not limited to, providing to XxxxxxxChardan, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Chardan shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx Chardan solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating informationinformation provided by the Company, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Chardan (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock Shares is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Chardan with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus a prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxChardan, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock Shares and Preferred Shares underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to XxxxxxxChardan, provided that Xxxxxxx Chardan delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Chardan has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Chardan with respect to the exercise by the Underwriters Chardan, any underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx Chardan and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxChardan.

Warrant Solicitation and Warrant Solicitation Fee. (a) 7.1 The Company has engaged XxxxxxxCRT Capital Group, LLC ("CRT"), on a non-exclusive basis, as its agent for the solicitation of the exercise of the WarrantsWarrants beginning one year following the Admission Date. The Company, at its cost, Company will (i) assist Xxxxxxx CRT with respect to such solicitation, if as reasonably requested by XxxxxxxCRT, and (ii) at CRT's request, provide XxxxxxxCRT, and direct the Company’s 's transfer agent and the Warrant Agent to deliver to XxxxxxxCRT, at the Company's cost, lists of the record registered holders and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx CRT in every respect in connection with Xxxxxxx’x CRT's solicitation activities, including, but not limited to, providing to XxxxxxxCRT, at the Company’s 's cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b)7.2, Xxxxxxx CRT shall accept receive payment of the warrant solicitation fee provided in Section 3.3.5(b) 7.4 only if where it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx CRT has solicited his exercisethe exercise of the Warrants. In addition to soliciting, either orally or in writing, soliciting the exercise of Warrants by a Warrant holder, holder such services may (subject to compliance with applicable laws) also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s 's securities, or assisting in the processing of the exercise of Warrants. (b) 7.2 In each instance in which a Warrant is exercisedexercised following the Company's publication of an announcement of redemption pursuant to Section 6 above, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx CRT (“Warrant Agent’s Exercise Notice”"WARRANT AGENT'S EXERCISE NOTICE"). IfNotwithstanding the foregoing and subject to clause 7.3 below, upon the exercise of any Warrant more than one year from the effective date of the Registration Statementa fee shall be paid only if, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx with respect has requested CRT to the solicitation of solicit the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation)Warrants, (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxx, (ivii) the Warrant was not held in a discretionary accountaccount except where prior written approval for exercise of the Warrants in such account is received from the customer, and (viii) the solicitation of the exercise of the Warrant was not in violation of Regulation M M, to the extent applicable at the time of any solicitation, (as such rule rules or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amendedamended or any provision of the Financial Services and Markets Xxx 0000 or any other applicable law or regulation then applicable to the Warrants, then their exercise or the solicitation of such exercise, (iv) CRT (or its sub-agent) has solicited the exercise of the Warrants, (v) the Warrant AgentSolicitation Fee and related arrangements are disclosed to the Warrant holders at that time of exercise of the Warrants in a prospectus, solicitation notice or any other written solicitation materials provided to the Warrant holders in connection with the exercise of the Warrants, (vi) the Warrant holder has confirmed in writing that CRT or one of its sub-agents has solicited the exercise of the Warrants being exercised, (vii) a notice of the redemption of the Warrants has been published by the Company, and (viii) the exercise price of the Warrant is paid by the Warrant holder in cash to the Company. 7.3 In addition, no Warrant Solicitation Fee will be paid upon the exercise of such Warrants if the market price of the underlying Common Shares is lower than 102% of the exercise price at the time of such exercise. Notwithstanding the foregoing, no Warrant Solicitation Fee will be paid to CRT with respect to the exercise of any Warrants by CRT or KBC Peel Xxxx Ltd or any of their respective affiliates, directors or officers or the Founding Shareholders or their designees or the directors or officers of the Company, including any Warrants owned by Xxxx Xxxxxxx Xxxxxxx or his designee and purchased in the Placing or acquired after Admission. 7.4 The Company shall, simultaneously with the distribution by the Warrant Agent of the Common Stock Shares underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf ) pay to CRT a warrant solicitation fee of two percent of the Companyexercise price for each Warrant exercised (the "WARRANT SOLICITATION FEE"); provided, pay however, that no Warrant Solicitation Fee shall be payable with respect to such Warrants exercised on or subsequent to the date of any public announcement of a fee sale of 5% substantially all the assets or more than 50 percent of the outstanding issued share capital of the Company through the date such sale is consummated unless such sale is not consummated in a reasonable time for transactions of the type, in which case the entitlement to the Warrant Price to Xxxxxxx, Solicitation Fee shall be reinstated; and provided further that Xxxxxxx CRT delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx CRT has received the Warrant Agent’s 's Exercise Notice, a certificate that the conditions set forth in the preceding clauses clause 7.2 (iii)i) through (viii) inclusive, (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx CRT and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) 7.5 The provisions of this Section 3.3.5. 7 may not be modified, amended or deleted without the prior written consent of XxxxxxxCRT.

Warrant Solicitation and Warrant Solicitation Fee. (a) a. The Company has engaged XxxxxxxCRT, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx CRT with respect to such solicitation, if requested by XxxxxxxCRT, and (ii) provide XxxxxxxCRT, and direct the Company’s 's transfer agent and the Warrant Agent to deliver to XxxxxxxCRT, lists of the record and, to the extent known, beneficial owners of the Company’s 's Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx CRT in every respect in connection with Xxxxxxx’x CRT's solicitation activities, including, but not limited to, providing to XxxxxxxCRT, at the Company’s 's cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx CRT shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx CRT solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating informationinformation in accordance with the securities laws, either orally or in writing, to Warrant holders about the Company or the market for the Company’s 's securities, or assisting in the processing of the exercise of Warrants. (b) b. In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx CRT (“"Warrant Agent’s 's Exercise Notice”"). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s 's Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx CRT with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxCRT, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of law, including Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 52% of the Warrant Price to XxxxxxxCRT, provided that Xxxxxxx CRT delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx CRT has received the Warrant Agent’s 's Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx CRT with respect to the exercise by the Underwriters it or their its affiliates or the Company’s officers 's officers, employees, bona fide consultants or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx CRT and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) c. The provisions of this Section 3.3.5. 3.3.5 may not be modified, amended or deleted without the prior written consent of XxxxxxxCRT.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxXxxxxx, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Xxxxxx with respect to such solicitation, if requested by XxxxxxxXxxxxx, and (ii) provide XxxxxxxXxxxxx, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxXxxxxx, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to fully cooperate with Xxxxxxx Xxxxxx in every respect in connection with Xxxxxxx’x Xxxxxx’x solicitation activities, including, but not limited to, providing to XxxxxxxXxxxxx, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Xxxxxx shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx Xxxxxx solicited his his, her or its exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Xxxxxx (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Xxxxxx with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxXxxxxx, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay in the case of a cash exercise of the Warrant, a fee of 5% of the Warrant Price to Xxxxxxx, Xxxxxx; provided that Xxxxxxx Xxxxxx delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Xxxxxx has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Xxxxxx with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx Xxxxxx and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxXxxxxx.

Warrant Solicitation and Warrant Solicitation Fee. (a) The Company has engaged XxxxxxxMaxim Group LLC (“Maxim”), on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx Maxim with respect to such solicitation, if requested by XxxxxxxMaxim, and (ii) provide XxxxxxxMaxim, and direct the Company’s transfer agent and the Warrant Agent to deliver to XxxxxxxMaxim, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx Maxim in every respect in connection with Xxxxxxx’x Maxim’s solicitation activities, including, but not limited to, providing to XxxxxxxMaxim, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx Maxim shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx Maxim solicited his his, her or its exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx Maxim (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx Maxim with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by XxxxxxxMaxim, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay (A) in the case of a cash exercise of the Warrant, a fee of 5% of the Warrant Price to XxxxxxxMaxim; or (B) in the case of exercise of the Warrant on a cashless basis, a fee of 5% of the fair market value of each share issued upon such exercise payable either in cash or shares of Common Stock (the method of payment to be at the Company’s option), provided that Xxxxxxx Maxim delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx Maxim has received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx Maxim with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx Maxim and the Company may may, at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxMaxim.

Warrant Solicitation and Warrant Solicitation Fee. (a) a. The Company has engaged Xxxxxxxmay engage the Representative, on a non-exclusive basis, as its agent for the solicitation of the exercise of the Warrants. The In such event, the Company, at its cost, will (i) assist Xxxxxxx the Representative with respect to such solicitation, if requested by Xxxxxxxthe Representative, and (ii) provide Xxxxxxxthe Representative, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxxthe Representative, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx the Representative in every respect in connection with Xxxxxxx’x the Representative’ solicitation activities, including, but not limited to, providing to Xxxxxxxthe Representative, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx the Representative shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx the Representative solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) b. In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx the Representative (the “Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx the Representative with respect to the solicitation of the exercise of the Warrants Warrant was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxxthe Representative, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s)Warrant, shall, on behalf of the Company, pay to the Representative that solicited the exercise of such Warrant a fee of 5% of the cash proceeds received upon exercise of the Warrant, and 5% of the value of the Common Stock (based on the Fair Market Value of the Common Stock) received by the holder upon the cashless exercise of the Warrant Price pursuant to XxxxxxxSection 3.3.1, provided that Xxxxxxx the Representative delivers to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx has it received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx the Representative with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Representatives’ Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx The Representative and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) c. The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of XxxxxxxI-Bankers on behalf of the Representatives.

Warrant Solicitation and Warrant Solicitation Fee. (a) a. The Company has engaged Xxxxxxxthe Representatives, on a non-exclusive basis, as its agent agents for the solicitation of the exercise of the Warrants. The Company, at its cost, will (i) assist Xxxxxxx the Representatives with respect to such solicitation, if requested by Xxxxxxxthe Representatives, and (ii) provide Xxxxxxxthe Representatives, and direct the Company’s transfer agent and the Warrant Agent to deliver to Xxxxxxxthe Representatives, lists of the record and, to the extent known, beneficial owners of the Company’s Warrants. The Company hereby instructs the Warrant Agent to cooperate with Xxxxxxx the Representatives in every respect in connection with Xxxxxxx’x the Representatives’ solicitation activities, including, but not limited to, providing to Xxxxxxxthe Representatives, at the Company’s cost, a list of record and beneficial holders of the Warrants and circulating a prospectus or offering circular disclosing the compensation arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at the time of exercise of the Warrants. In addition to the conditions set forth in Section 3.3.5(b), Xxxxxxx the Representatives shall accept payment of the warrant solicitation fee provided in Section 3.3.5(b) only if it has they have provided bona fide services to the Company in connection with the exercise of the Warrants and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that Xxxxxxx the Representatives solicited his exercise. In addition to soliciting, either orally or in writing, the exercise of Warrants by a Warrant holder, such services may also include disseminating information, either orally or in writing, to Warrant holders about the Company or the market for the Company’s securities, or assisting in the processing of the exercise of Warrants. (b) b. In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise to the Company and Xxxxxxx the Representatives (“Warrant Agent’s Exercise Notice”). If, upon the exercise of any Warrant more than one year from the effective date of the Registration Statement, (i) the market price of the Company’s Common Stock Ordinary Shares is greater than the Warrant Price, (ii) disclosure of compensation arrangements between the Company and Xxxxxxx the Representatives with respect to the solicitation of the exercise of the Warrants was made both at the time of the Public Offering and at the time of exercise (by delivery of the Prospectus or as otherwise required by applicable law, rule or regulation), (iii) the holder of the Warrant confirms in writing that the exercise of the Warrant was solicited by Xxxxxxxthe Representatives, (iv) the Warrant was not held in a discretionary account, and (v) the solicitation of the exercise of the Warrant was not in violation of Regulation M (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, as amended, then the Warrant Agent, simultaneously with the distribution of the Common Stock Ordinary Shares underlying the Warrants so exercised in accordance with the instructions from the Company following receipt of the proceeds to the Company received upon exercise of such Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant Price to Xxxxxxxthe Representatives, provided that Xxxxxxx delivers the Representatives deliver to the Warrant Agent within ten (10) business days from the date on which Xxxxxxx has the Representatives have received the Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Xxxxxxx the Representatives with respect to the exercise by the Underwriters or their affiliates or the Company’s officers or directors of Warrants purchased by it or them upon exercise of the Representative’s Warrants and still held by any of the Underwriters or them for its or their own account. Xxxxxxx The Representatives and the Company may at any time during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. (c) c. The provisions of this Section 3.3.5. may not be modified, amended or deleted without the prior written consent of Xxxxxxxthe Representatives.