Common use of Purchase Warrants Clause in Contracts

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)) on the Closing Date a warrant, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrants”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on a date which is 180 days after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and shall be exercisable until the five-year anniversary of the Commencement Date at an initial exercise price per share of Common Stock of $[●], which is equal to 120% of the initial public offering price of the Firm Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, and by its acceptance thereof, it shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrant, substantially in the form attached hereto as Exhibit A warrant (the “Representative’s WarrantsWarrant”) for the to purchase of up to an aggregate of up to 30,000 shares of [•] Common StockShares, representing 35% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100100.00. The In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrants Warrant for the purchase of an aggregate number of shares of Common Shares equal to five percent (5%) of the Option Shares sold on such Option Closing Date. Each Representative’s Warrant will be issued in the form attached hereto as Exhibit A, and shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 one hundred eighty (180) days after the commencement of sales of the Company’s securities in connection with the Offering effective date (the “Commencement Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below) and shall be exercisable until expiring on the five-five (5) year anniversary of the Commencement Effective Date at an initial exercise price per share of Common Stock Share of $[●•], which is equal to 120% of the initial public offering price one hundred twenty five percent (125%) of the Firm SharesShare public offering price. The Representative’s Warrants Warrant and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock Shares during the one hundred eighty (180) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantwarrant (“Representative’s Warrant”) to purchase up to an aggregate of [●] ADSs, substantially representing 5% of the Public Securities, for an aggregate purchase price of $100.00, to be issued pursuant to a Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The which Representative’s Warrants Warrant shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 one hundred eighty (180) days after the commencement of sales of the Company’s securities in connection with the Offering effective date (the “Commencement Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below) and shall be exercisable until expiring on the five-year anniversary of the Commencement Effective Date at an initial exercise price per share of Common Stock Firm ADS of $[●], which is equal to 120% one hundred twenty five percent (125%) of the initial public offering price of the Firm SharesADSs. The Representative’s Warrants Warrant Agreement and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock Firm ADSs during the one hundred eighty (180) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)) on the Closing Date a warrant, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrants”) for the purchase of an aggregate of up to 30,000 [75,900] shares of Common Stock, representing 36% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on a date which is 180 days after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and shall be exercisable until the five-year anniversary of the Commencement Date at an initial exercise price per share of Common Stock of $[●], which is equal to 120% of the initial public offering price of the Firm Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, and by its acceptance thereof, it shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantwarrant (the “Representative’s Warrant”) to purchase an aggregate of [•] shares of Common Stock, substantially representing 5% of the shares of Common Stock sold as part of the Public Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 one hundred eighty (180) days after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) Effective Date and shall be exercisable until expiring on the five-year anniversary of the Commencement Effective Date at an initial exercise price per share of Common Stock of $[●•], which is equal to 120125% of the initial public offering price of the Firm SharesUnits. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock Representative’s Warrant Shares during the one hundred eighty (180) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantan option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, substantially representing 5% of the Firm Shares and Option Shares. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing beginning on a the date which that is 180 one hundred eighty (180) days after the commencement of sales of the Company’s securities Public Securities issued in connection with this Offering and expiring on the Offering fifth (the “Commencement Date”5th) and shall be exercisable until the five-year anniversary of the Commencement Date commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●], which is equal to 120% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the for a period of one hundred eighty (180) days after immediately following the Commencement Date, commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days immediately following the Commencement Date commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide an officer or partner partner, registered person or affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantan option (“Representative’s Warrant”) for the purchase of an aggregate of [*] shares of Common Stock (which is equal to an aggregate of 5.0% of the Firm Shares and Pre-Funded Warrant Shares), substantially for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 days six (6) months after the commencement of sales of Effective Date and expiring on the Company’s securities in connection with the Offering (the “Commencement Date”) and shall be exercisable until the five-five year anniversary of the Commencement Effective Date at an initial exercise price per share of Common Stock of $[●*], which is equal to 120110.0% of the initial public offering price of the Firm Shareseach Share. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantan option (“Representative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, substantially representing 5% of the Public Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which that is 180 one hundred eighty (180) days after immediately following the commencement of sales of the Company’s securities issued in connection with the Offering (the “Commencement Date”) this offering and shall be exercisable until expiring on the five-year anniversary of the Commencement Date commencement of sales of the securities issued in this offering at an initial exercise price per share of Common Stock of $[●•], which is equal to 120125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during for the period of one hundred eighty (180) days after beginning on the Commencement Date, date of commencement of sales of the securities issued in this offering and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following beginning on the Commencement Date date of commencement of sales of the securities issued in this offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(sdesignees as set forth in the Representative’s Warrant Agreement (as defined below)) on the Closing Date a warrant, substantially in the form attached hereto as Exhibit A warrant (the “Representative’s WarrantsWarrant”) for the purchase of an aggregate of up to 30,000 [•] shares of Common Stock, representing 35% of the Firm Shares (including excluding the Option Additional Shares), for an aggregate purchase price of $100100.00. The Representative’s Warrants Warrant agreement, in the form attached hereto as Exhibit B (the “Representative’s Warrant Agreement”), shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 days one (1) year after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) Effective Date and shall be exercisable until expiring on the five-year anniversary of the Commencement Effective Date at an initial exercise price per share of Common Stock of $[●•], which is equal to 120125% of the initial public offering price of the Firm SharesShares set forth on the cover page of the Prospectus. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantan option (“Representative’s Warrant”) for the purchase of an aggregate of 400,000 shares of Common Stock, substantially representing 5% of the Firm Shares, for an aggregate purchase price of $1,500,000.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 days six (6) months after the commencement of sales of the Company’s securities in connection with the Offering effective date (the “Commencement Effective Date”) and shall be exercisable until the five-year anniversary of the Commencement Registration Statement (as defined in Section 2.1.1 below) and expiring on the date that is four and one-half years after the Effective Date at an initial exercise price per share of Common Stock of $[●]3.75, which is equal to 120125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantan option (“Representative’s Warrant”) for the purchase of an aggregate of 50,090 shares of Common Stock, substantially representing 5% of the Public Securities (except as otherwise indicated on Schedule 3 hereto and excluding Option Shares, unless the over-allotment is exercised), for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 one hundred eighty (180) days after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) Effective Date and shall be exercisable until expiring on the five-year anniversary of the Commencement Effective Date at an initial exercise price per share of Common Stock of $[●]3.75, which is equal to 120125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Provided that the amount of Total Non-Affiliate Proceeds of the Offering exceeds $15,000,000, the Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantan option (“Representative’s Warrant”) for the purchase of an aggregate of 480,000 shares of Common Stock, substantially representing 3% of the Firm Shares (excluding the Option Shares) sold to non-affiliates in the Offering, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 days one (1) year after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) Effective Date and shall be exercisable until expiring on the five-year anniversary of the Commencement Effective Date at an initial exercise price per share of Common Stock of $[●]1.50, which is equal to 120150% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date and Option Closing Date, if applicable, a warrantwarrant (“Representative’s Warrant”) for the purchase of an aggregate of up to [l] shares of Common Stock, substantially representing 5% of the Public Securities (on an as converted basis) sold on such Closing Date or Option Closing Date, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 days one (1) year after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) Effective Date and shall be exercisable until expiring on the five-year anniversary of the Commencement Effective Date at an initial exercise price per share of Common Stock of $[●l], which is equal to 120125% of the initial public offering price of the Firm SharesCommon Stock on an as-converted basis. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantwarrant (“Representative’s Warrant”) for the purchase of an aggregate of [—] shares of Common Stock, substantially representing 2% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceonly on a “cashless” or “net-issue” basis, in whole or in part, commencing on a date which is 180 days one (1) year after the commencement of sales of Effective Date and, subject to the Company’s securities in connection with the Offering (the “Commencement Date”) and shall be exercisable until terms thereof, expiring on the five-year anniversary of the Commencement Effective Date at an initial exercise price per share shares of Common Stock of $[●—], which is equal to 120150% of the initial public offering price per share of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement or the underlying shares of Common Stock, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date one or more warrants (each a warrant“Representative’s Warrant”) to purchase up to an aggregate of 86,250 shares of Common Stock, substantially representing 5% of the Shares sold on such date, for an aggregate purchase price of $100.00, each to be issued pursuant to a Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (the each a “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The which Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 one hundred eighty (180) days after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) date hereof and shall be exercisable until expiring on the five-year anniversary of the Commencement Date date hereof at an initial exercise price per share of Common Stock of $[●]0.875, which is equal to 120% one hundred twenty five percent (125%) of the initial public offering price of the Firm Shares. The Each Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the a Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, date hereof and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the any Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Date date hereof to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer officer, partner, related person or partner affiliate of the Representative or of any such Underwriter or selected dealer, or (iii) as otherwise expressly permitted by FINRA Rule 5110(g); and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrant, substantially in the form attached hereto as Exhibit A an option (the “Representative’s WarrantsWarrant”) for the purchase of an aggregate of up to 30,000 46,300 shares of Common Stock, representing 33.5% of the number of shares of Common Stock represented by the Firm Shares (including sold in the Option Shares), for an aggregate purchase price Offering but excluding shares of $100Common Stock sold with respect to Pre-Existing Relationship Investors. The Representative’s Warrants Warrant, in the form attached hereto as Exhibit A, shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 one hundred and eighty (180) days after the commencement of sales of the Company’s securities in connection with the Offering Applicable Time (the “Commencement Date”as defined below) and shall be exercisable until expiring on the fivefour-year anniversary of the Commencement Date initial exercise date at an initial exercise price per share of Common Stock of $[●]4.20, which is equal to 120% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, Applicable Time (as defined below) and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Date Applicable Time (as defined below) to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.. Exhibit C

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date an option (“Representative’s Warrants”) as applicable, three-year warrants (which are stock acquisition rights under Japanese laws) for the purchase of a warrantnumber of ADSs equal to 4% of the number of the Firm Shares and Option Shares, substantially if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A (the “Representative’s Warrants”) for the purchase of an aggregate of up to 30,000 shares of Common StockA, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on a date which is 180 days after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and shall be exercisable until the five-year anniversary of the Commencement Date at an initial exercise price equal to 125% of the price per share of Common Stock of $[●], which is equal to 120% of the initial public offering price of ADSs sold in the Firm SharesOffering. The Representative’s Warrants and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock ADSs during the one hundred eighty (180) days after beginning on the Commencement Date, date of commencement of sales of the offering and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge pledge, or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following beginning on the Commencement Date to anyone date of commencement of sales of offering, other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsas permitted by FINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantwarrant (“Representative’s Warrant”) to purchase of an aggregate of [__] shares of Common Stock, substantially representing 3.0% of the number of the Firm Shares and Pre-Funded Warrants sold on the Closing Date and 3.0% of the Option Shares sold on each Option Closing Date, if any. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A D (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 one hundred eighty (180) days after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) Effective Date and shall be exercisable until expiring on the five-year anniversary of the Commencement Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to __] (or 120% of the initial public offering price of the per Firm SharesShare and accompanying Firm Series A Warrant and Firm Series B Warrant). The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantan option (“Representative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, substantially representing 5% of the Firm Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing beginning on a the date which that is 180 days one (1) year after the commencement of sales of the Company’s securities Public Securities issued in connection with this Offering and expiring on the Offering fifth (the “Commencement Date”5th) and shall be exercisable until the five-year anniversary of the Commencement Date commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●•], which is equal to 120125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the for a period of one hundred eighty (180) days after (with the Commencement Date, understanding that the Representative has agreed to extend this period to one (1) year) immediately following the commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days (with the understanding that the Representative has agreed to extend this period to one (1) year) immediately following the Commencement Date commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantan option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Series B Preferred Stock, substantially representing 2% of the Public Shares, and [●] warrants for the purchase of one share of Common Stock each, representing 2% of the Public Warrants, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 three hundred sixty (360) days after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) Effective Date and shall be exercisable until expiring on the five-year anniversary of the Commencement Effective Date at an initial exercise price (i) per share of Common Series B Preferred Stock of $[●], which is equal to 120% 24.99 and (ii) per public warrant of the initial public offering price of the Firm Shares$0.01. The Representative’s Warrants Warrant Agreement and the shares of Common Series B Preferred Stock and warrants issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Series B Preferred Stock and warrants during the one three hundred eighty and sixty days (180360) days day period after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 three hundred and sixty (360) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The As additional compensation for its services hereunder, the Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrant, substantially in the form attached hereto as Exhibit A Common Stock Purchase Warrant (the “Representative’s WarrantsWarrant”) for the purchase of an aggregate of up to 30,000 112,538 shares of Common Stock, representing 3Stock (which is equal to an aggregate of 5% of the Firm Shares (including sold in the Option SharesOffering other than Firm Shares to be sold to the entities listed on Schedule 4 hereto), for an aggregate purchase price of $100. The Representative’s Warrants Warrant, in the form attached hereto as Exhibit A , shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 days one (1) year after the date of commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and shall be exercisable until expiring on the five-year anniversary of the Commencement Date date of commencement of sales in the Offering at an initial exercise price per share shares of Common Stock of $[●]1.8875, which is equal to 120125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, date of commencement of sales in the Offering and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Date date of commencement of sales in the Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantan option (“Representative’s Warrants”) for the purchase of an aggregate of [●] Common Shares, substantially representing 5.0% of the number of Common Shares included in the Firm Units (not including any Common Shares into which the Firm Warrants are exercisable), for an aggregate purchase price of $100.00. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 days after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and shall be exercisable until the fiveone-year anniversary of the Commencement Effective Date and expiring on the three-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Shares of $[●], which is equal to 120120.0% of the initial public offering price of the Firm SharesUnits. The Representative’s Warrants Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock Shares during the one hundred eighty (180) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)) on the Closing Date a warrant, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrants”) for the purchase of an aggregate of up to 30,000 [30,000] shares of Common Stock, representing 3% [3]% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on a date which is 180 days after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and shall be exercisable until the five-year anniversary of the Commencement Date at an initial exercise price per share of Common Stock of $[●], which is equal to 120% of the initial public offering price of the Firm SharesSecurities. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, and by its acceptance thereof, it shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days one (1) year following the Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantan option (“Representative’s Warrant”) for the purchase of an aggregate of 64,286 shares of Common Stock, substantially representing 4.5% of the Firm Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 days six (6) months after the commencement of sales of the Company’s securities in connection with the Offering effective date (the “Commencement Effective Date”) and shall be exercisable until the five-year anniversary of the Commencement Registration Statement (as defined in Section 2.1.1 below) and expiring on the date that is four and one-half years after the Effective Date at an initial exercise price per share of Common Stock of $[●]8.75, which is equal to 120125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantan option (the “Representative’s Warrant”) to purchase from the Company of an aggregate of [•] shares of Common Stock, substantially representing 2.5% of the Firm Shares (excluding the Option Shares and the Shares of Common Stock underlying the Firm Warrants and the Option Warrants), for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 days one (1) year after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) Effective Date and shall be exercisable until expiring on the five-year anniversary of the Commencement Effective Date at an initial exercise price per share shares of Common Stock of $[●•], which is equal to 120125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantan option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, substantially representing 5% of the Public Securities, for an aggregate purchase price of $[●]. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 days six (6) months after the commencement of sales of the Company’s securities in connection with the Offering effective date (the “Commencement Effective Date”) and shall be exercisable until the five-year anniversary of the Commencement Registration Statement (as defined in Section 2.1.1 below) and expiring on the date that is four and one-half years after the Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to 120125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)) on the Closing Date a warrant, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrants”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on a date which is 180 days after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and shall be exercisable until the five-year anniversary of the Commencement Date at an initial exercise price per share of Common Stock of $[●], which is equal to 120% of the initial public offering price of the Firm Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, and by its acceptance thereof, it shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days one (1) year following the Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantan option (“Representative’s Warrant”) for the purchase of an aggregate of [●] Common Shares (which is equal to an aggregate of 4% of the Firm Shares sold in the Offering, substantially 4% of the Unit A Warrants sold in the Offering and 4% of the Unit B Warrants in the Offering), for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 days one (1) year after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) Effective Date and shall be exercisable until expiring on the five-year anniversary of the Commencement Effective Date at an initial exercise price per share of Common Stock Share of $[●], which is equal to 120100% of the initial public offering price of the each Firm SharesShare. The Representative’s Warrants Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock Shares during the one three hundred eighty sixty (180360) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 three hundred sixty (360) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantan option (“Representative’s Warrant”) for the purchase of an aggregate of 750,000 shares of Common Stock, substantially representing 5% of the Firm Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing beginning on a the date which that is 180 days one (1) year after the commencement of sales of the Company’s securities Public Securities issued in connection with this Offering and expiring on the Offering fifth (the “Commencement Date”5th) and shall be exercisable until the five-year anniversary of the Commencement Date commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●]3.75, which is equal to 120125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the for a period of one hundred eighty (180) days after (with the Commencement Date, understanding that the Representative has agreed to extend this period to one (1) year) immediately following the commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days (with the understanding that the Representative has agreed to extend this period to one (1) year) immediately following the Commencement Date commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)) on the Closing Date a warrant, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrants”) for the purchase of an aggregate of up to 30,000 [86,250] shares of Common Stock, representing 3representing6% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on a date which is 180 days after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and shall be exercisable until the five-year anniversary of the Commencement Date at an initial exercise price per share of Common Stock of $[●], which is equal to 120% of the initial public offering price of the Firm Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, and by its acceptance thereof, it shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantand Option Closing Date, substantially as applicable, an option (“Representative’s Warrant”) for the purchase of an aggregate number of shares of Common Stock representing 4% of the Public Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 one hundred eighty (180) days after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and shall be exercisable until expiring on the five-year anniversary of the Commencement Date commencement of sales in the Offering at an initial exercise price per share of Common Stock of $[●], which is equal to 120125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, commencement of sales in the Offering and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Date commencement of sales in the Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantan option (“Representative’s Warrant”) for the purchase of an aggregate of 1,370,000 shares of Common Stock, substantially representing 5% of the Firm Shares (or up to an aggregate of 1,575,500 shares of Common Stock, if the Over-Allotment is exercised in full, representing 5% of the Firm Shares and Option Shares). The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing beginning on a the date which that is 180 one hundred eighty (180) days after the commencement of sales of the Company’s securities Public Securities issued in connection with this Offering and expiring on the Offering fifth (the “Commencement Date”5th) and shall be exercisable until the five-year anniversary of the Commencement Date commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●]0.60, which is equal to 120% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the for a period of one hundred eighty (180) days after immediately following the Commencement Date, commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days immediately following the Commencement Date commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide an officer or partner partner, registered person or affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date Date, or Option Closing Date, as applicable, a warrantwarrant (the “Representative’s Warrant”) for the purchase of a number of shares of Common Stock equal to 7% of the number of the Firm Shares and Option Shares, substantially if any, underlying the Units issued in the Offering for an aggregate purchase price of $[____]. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 days six (6) months after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) Closing Date and shall be exercisable until expiring on the five-year anniversary of the Commencement Closing Date at an initial exercise price per share of Common Stock of $[●____], which is equal to 120100% of the initial public offering price of the Firm Sharesfor one Unit. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock during the one hundred and eighty (180) days after the Commencement Date, Closing Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred and eighty (180) days following the Commencement Closing Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantan option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, substantially representing 5% of the of the sum of the Firm Shares, the Option Shares and the shares of Common Stock underlying the Firm Preferred Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 days one (1) year after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) Effective Date and shall be exercisable until expiring on the five-year anniversary of the Commencement Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to 120125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 5110(g) against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer, or as otherwise permitted by FINRA Rule 5110(g); and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date and any Option Closing Date, as applicable, a warrantwarrant (“Representative’s Warrant”) to purchase up to an aggregate of [●]Ordinary Shares, substantially representing 5% of the Public Securities, for an aggregate purchase price of the Representative’s Warrant of $100.00, to be issued pursuant to a Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The which Representative’s Warrants Warrant shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is the 180 days after on the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) Closing Date and shall be exercisable until expiring on the five-year anniversary of the Commencement Closing Date at an initial exercise price per share of Common Stock of $[●]] per share, which is equal to 120% one hundred twenty five percent (125%) of the initial public offering price of the Firm SharesOrdinary Shares in the Offering. The Representative’s Warrants Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock Ordinary Shares during the one hundred eighty (180) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrant, substantially in the form attached hereto as Exhibit A an option (the “Representative’s WarrantsWarrant”) for the purchase of an aggregate of up to 30,000 shares of Common Stock892,900 ADSs, representing 35% of the Firm Shares (including the Option Shares)Public Securities, for an aggregate purchase price of $100100.00. The Representative’s Warrants Warrant agreement, in the form attached hereto as Exhibit B (the “Representative’s Warrant Agreement”), shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 one hundred eighty (180) days after following the commencement date of sales effectiveness of the Company’s securities in connection with the Offering Registration Statement (the “Commencement Date”as defined below) and shall be exercisable until expiring on the fivethree and one-half year anniversary of the Commencement Date thereof at an initial exercise price per share of Common Stock ADS of $[●]0.88, which is equal to 120125% of the initial public offering price of the Firm SharesSecurities. The Representative’s Warrants Warrant Agreement and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock ADSs during the one hundred eighty (180) days after following the Commencement Date, effectiveness of the Registration Statement (as defined below) and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Date date hereof to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The In the event that the Company receives gross proceeds of at least $4,000,000 from the Offering (excluding proceeds from Company Introduced Investors), the Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date and Option Closing Date, as applicable, a warrant, substantially in the form attached hereto as Exhibit A warrant (the “Representative’s WarrantsWarrant”) for the purchase of an aggregate number of up to 30,000 shares of Common Stock, Stock representing three percent (3% %) of the Firm Shares (including sold in the Option Shares), for an aggregate purchase price of $100Offering to investors other than Company Introduced Investors. The Representative’s Warrants Warrant Agreement, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 one hundred eighty (180) days after immediately following the date of the commencement of sales of the Company’s securities in connection with offering and expiring on the Offering two and one half (the “Commencement Date”2.5) and shall be exercisable until the five-year anniversary following the date of the Commencement Date commencement of sales of the offering at an initial exercise price per share of Common Stock of $[●]0.35, which is equal to 120100% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after immediately following the Commencement Date, commencement of sales of the offering and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days immediately following the Commencement Date commencement of sales of the offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantan option (“Representative’s Warrant”) for the purchase of an aggregate of [____] ADSs, substantially representing 5% of the Public Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 one hundred eighty (180) days after following the commencement date of sales effectiveness of the Company’s securities in connection with the Offering Registration Statement (the “Commencement Date”as defined below) and shall be exercisable until expiring on the fivethree and one-half year anniversary of the Commencement Date thereof at an initial exercise price per share of Common Stock ADS of $[●___], which is equal to 120125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock ADSs during the one hundred eighty (180) days after following the Commencement Date, effectiveness of the Registration Statement (as defined below) and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Date date hereof to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)) on the Closing Date a warrant, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrants”) for the purchase of an aggregate of up to 30,000 42,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on a date which is 180 days after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and shall be exercisable until the five-year anniversary of the Commencement Date at an initial exercise price per share of Common Stock of $[●]5.1000, which is equal to 120% of the initial public offering price of the Firm SharesSecurities. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, and by its acceptance thereof, it shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days one (1) year following the Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrant, substantially in the form attached hereto as Exhibit A an option (the “Representative’s WarrantsWarrant”) for the purchase of an aggregate of up to 30,000 shares of Common Stock[____] ADSs, representing 35% of the Firm Shares (including the Option Shares)Public Securities, for an aggregate purchase price of $100100.00. The Representative’s Warrants Warrant agreement, in the form attached hereto as Exhibit B (the “Representative’s Warrant Agreement”), shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 one hundred eighty (180) days after following the commencement date of sales effectiveness of the Company’s securities in connection with the Offering Registration Statement (the “Commencement Date”as defined below) and shall be exercisable until expiring on the fivethree and one-half year anniversary of the Commencement Date thereof at an initial exercise price per share of Common Stock ADS of $[●___], which is equal to 120125% of the initial public offering price of the Firm SharesSecurities. The Representative’s Warrants Warrant Agreement and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock ADSs during the one hundred eighty (180) days after following the Commencement Date, effectiveness of the Registration Statement (as defined below) and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Date date hereof to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date a warrantan option (“Representative’s Warrant”) for the purchase of an aggregate of 111,108 shares of Common Stock (which is equal to an aggregate of 5.0% of the Firm Shares and Pre-Funded Warrant Shares), substantially for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 days six (6) months after the commencement of sales of Effective Date and expiring on the Company’s securities in connection with the Offering (the “Commencement Date”) and shall be exercisable until the five-five year anniversary of the Commencement Effective Date at an initial exercise price per share of Common Stock of $[●]5.94, which is equal to 120110.0% of the initial public offering price of the Firm Shareseach Share. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)) on the Closing Date a warrant, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrants”) for the purchase of an aggregate of up to 30,000 [●] shares of Common Stock, representing 36% of the Firm Shares (including excluding the Option Shares), for an aggregate purchase price of $100100.00. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on a date which is 180 days after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and shall be exercisable until the five-year anniversary of the Commencement Date at an initial exercise price per share of Common Stock of $[●], which is equal to 120125% of the initial public offering price of the Firm Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, and by its acceptance thereof, it shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)) on the Closing Date a warrant, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrants”) for the purchase of an aggregate of up to 30,000 [●] shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares)[, for an aggregate purchase price of $100[●]. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on a date which is 180 days after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and shall be exercisable until the five-year anniversary of the Commencement Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to 120% of the initial public offering price of the Firm Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, and by its acceptance thereof, it shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days one (1) year following the Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designee(s)designees) on the Closing Date and Option Closing Date, if applicable, a warrantwarrant (“Representative’s Warrant”) for the purchase of an aggregate of up to 7,890,000 shares of Common Stock, substantially representing 5% of the Public Securities (on an as converted basis) sold on such Closing Date or Option Closing Date, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”) for the purchase of an aggregate of up to 30,000 shares of Common Stock, representing 3% of the Firm Shares (including the Option Shares), for an aggregate purchase price of $100. The Representative’s Warrants shall be exercisable upon issuanceexercisable, in whole or in part, commencing on a date which is 180 days one (1) year after the commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) Effective Date and shall be exercisable until expiring on the five-year anniversary of the Commencement Effective Date at an initial exercise price per share of Common Stock of $[●]0.1125, which is equal to 120125% of the initial public offering price of the Firm SharesCommon Stock on an as-converted basis. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Commencement Date, Effective Date and by its acceptance thereof, it thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days following the Commencement Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.