Common use of Representative’s Warrant Clause in Contracts

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant for the purchase of up to 115,000 shares of common stock equal to 5% of the total number of shares of common stock sold in this offering, including any shares issued upon exercise of the underwriters’ over-allotment option, pursuant to a warrant agreement in the form attached hereto as Exhibit B (the “Representative’s Warrant”). The Representative’s Warrants will be exercisable during the five-year period from the commencement of sales of this Offering at a per share exercise price of $[] (125.0% of the public offering price of the common stock) and may be exercised on a cashless basis. The Representative’s Warrant and the shares of Common Stock issuable upon exercise of the Representative’s Warrant are hereinafter referred to together as the “Warrant Shares.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110(e) against transferring the Representative’s Warrant and the underlying securities during the 180 days after the commencement date of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days after the commencement date of sales in the Offering, except as expressly permitted by FINRA Rule 5110(e), and only if any such transferee agrees to the foregoing lock-up restrictions. The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the Representative’s Warrants and unlimited “piggyback” registration rights. Upon written demand of the holders of at least 51% of the Representative’s Warrants, the Company agrees to register, on one occasion, all or any portion of the Warrant Shares. On such occasion, the Company shall file a registration statement with the Commission covering the Warrant Shares within 60 days after receipt of such demand notice, and shall use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. The Company shall bear all fees and expenses associated with the registration of the Warrant Shares, but the holders of the Representative’s Warrants shall pay any and all underwriting commissions. The holders of the Representative’s Warrants are entitled to a demand registration on only one occasion and such demand registration right shall terminate on the fifth anniversary of the date of the Underwriting Agreement in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C). The Representative’s Warrants will provide for adjustment in the number and price of such warrants and the shares underlying such warrants in the event of stock dividends, stock splits, and recapitalization, or other structural transaction to prevent mechanical dilution. The piggyback registration right provided will not be greater than seven (7) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Company shall bear all fees and expenses attendant to registering the securities pursuant to “piggyback” but the Representative (or the holders thereof) shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the securities. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding registrable securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders shall continue to be given for each registration statement filed by the Company during the two (2) year period following the initial exercise date until such time as all of the registrable securities have been sold by the Holder. The holders of the registrable securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement.

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) on the First Closing Date a warrant for the (as defined below) warrants to purchase such number of up to 115,000 shares of common stock Ordinary Shares equal to 5% ten percent (10%) of the total number sum of shares of common stock sold in this offering(i) the Firm Shares, including any shares plus (ii) if any, the Option Shares issued upon exercise of at the underwriters’ over-allotment option, pursuant to a warrant agreement in the form attached hereto as Exhibit B Closing (the “Representative’s Warrant”). The Representative’s Warrants will Warrant may be purchased in cash or via cashless exercise, shall be exercisable during the five-year for a period of five years from the commencement Effective Date (as defined below) of sales the Registration Statement (as defined below) and will terminate on the fifth anniversary of this Offering at a per share the Effective Date of the Registration Statement. The exercise price of $[] the Representative’s Warrant is equal to one hundred and ten percent (125.0% 110%) of the initial public offering price of the common stock) and may be exercised on a cashless basisFirm Share. The Representative’s Warrant and the shares of Common Stock Ordinary Shares issuable upon exercise of the Representative’s Warrant are hereinafter referred to together as the “Warrant Shares.” The Representative understands will be deemed compensation by FINRA, and agrees that there are significant restrictions pursuant therefore will be subject to FINRA Rule 5110(e) against transferring 5110. In accordance with FINRA Rule 5110(e)(1), neither the Representative’s Warrant and nor any of the underlying securities during the 180 days after the commencement date Ordinary Shares issued upon exercise of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant may be sold, transferred, assigned, pledged or any portion thereofhypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities by any person, for a period of 180 days after the commencement date of sales in the Offering, except as expressly permitted by FINRA Rule 5110(e), and only if any such transferee agrees to the foregoing lock-up restrictions. The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the Representative’s Warrants and unlimited “piggyback” registration rights. Upon written demand of the holders of at least 51% of the Representative’s Warrants, the Company agrees to register, beginning on one occasion, all or any portion of the Warrant Shares. On such occasion, the Company shall file a registration statement with the Commission covering the Warrant Shares within 60 days after receipt of such demand notice, and shall use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. The Company shall bear all fees and expenses associated with the registration of the Warrant Shares, but the holders of the Representative’s Warrants shall pay any and all underwriting commissions. The holders of the Representative’s Warrants are entitled to a demand registration on only one occasion and such demand registration right shall terminate on the fifth anniversary of the date of the Underwriting Agreement in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C). The Representative’s Warrants will provide for adjustment in the number and price of such warrants and the shares underlying such warrants in the event of stock dividends, stock splits, and recapitalization, or other structural transaction to prevent mechanical dilution. The piggyback registration right provided will not be greater than seven (7) years from the date of commencement of sales of this Offering pursuant to which the offering in compliance with Representative’s Warrant is being issued, subject to certain exceptions permitted by FINRA Rule 5110(g)(8)(D5110(e)(2). The Company shall bear all fees and expenses attendant to registering the securities pursuant to “piggyback” but the Representative (or the holders thereof) shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the securities. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding registrable securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders shall continue to be given for each registration statement filed by the Company during the two (2) year period following the initial exercise date until such time as all of the registrable securities have been sold by the Holder. The holders of the registrable securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement.

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) on the First Closing Date, and each Option Closing Date (if any), a warrant for the purchase of up to 115,000 shares the number of common stock Ordinary Shares equal to 55.0% of the total number of shares of common stock sold in this offering, including any shares Shares issued upon exercise of the underwriters’ over-allotment optionon such date, pursuant to a warrant agreement in the form attached hereto as Exhibit B A (the “Representative’s Warrant”). The Representative’s Warrants will be exercisable during the five-year period from the commencement of sales of this Offering , at a per share an initial exercise price of $[●] (125.0per share, which is equal to 100% of the public offering price per Firm Share. The Representative’s Warrant shall have a term of five (5) years and shall not be exercisable for a period of six (6) months from the common stock) and may be exercised on a cashless basisFirst Closing Date. The Representative’s Warrant and the shares of Common Stock Ordinary Shares issuable upon exercise of the Representative’s Warrant are hereinafter referred to together as the “Warrant SharesRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110(e) 5110 against transferring the Representative’s Warrant and the underlying securities Ordinary Shares during the 180 days after the commencement date of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days after the commencement date of sales in the Offering, except as expressly permitted by FINRA Rule 5110(e), and only if any such transferee agrees to the foregoing lock-up restrictions. The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the Representative’s Warrants and unlimited “piggyback” registration rights. Upon written demand of the holders of at least 51% of the Representative’s Warrants, the Company agrees to register, on one occasion, all or any portion of the Warrant Shares. On such occasion, the Company shall file a registration statement with the Commission covering the Warrant Shares within 60 days after receipt of such demand notice, and shall use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. The Company shall bear all fees and expenses associated with the registration of the Warrant Shares, but the holders of the Representative’s Warrants shall pay any and all underwriting commissions. The holders of the Representative’s Warrants are entitled to a demand registration on only one occasion and such demand registration right shall terminate on the fifth anniversary of the date of the Underwriting Agreement in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C). The Representative’s Warrants will provide for adjustment in the number and price of such warrants and the shares underlying such warrants in the event of stock dividends, stock splits, and recapitalization, or other structural transaction to prevent mechanical dilution. The piggyback registration right provided will not be greater than seven (7) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Company shall bear all fees and expenses attendant to registering the securities pursuant to “piggyback” but the Representative (or the holders thereof) shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the securities. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding registrable securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders shall continue to be given for each registration statement filed by the Company during the two (2) year period following the initial exercise date until such time as all of the registrable securities have been sold by the Holder. The holders of the registrable securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement.

Representative’s Warrant. The On the First Closing Date, the Company hereby agrees to will issue to the Representative (and/or its designees) on the Closing Date a warrant for the Representative Warrants to purchase of up to 115,000 shares of common stock equal to 5% of the total that number of shares of common stock sold in this offering, including any shares issued upon exercise Common Stock equal to five percent of the underwriters’ over-allotment optionFirm Shares (adjusted downward to the nearest whole share). On the Second Closing Date, the Company will issue to the Representative (and/or its designees) additional Representative Warrants to purchase that number of shares of Common Stock equal to five percent of the Option Shares (adjusted downward to the nearest whole share) elected to be purchased by the Underwriters pursuant to a warrant agreement Section 3. The Representative Warrants shall be in the form attached hereto as of Exhibit B (the “Representative’s Warrant”)attached hereto. The Representative’s Representative Warrants shall have an exercise price per share equal to 125% of the initial public offering price per Firm Share in the Offering. The Representative Warrants will be exercisable during beginning after the five-year period from Effective Date until the commencement of sales of this Offering at a per share exercise price of $[] (125.0% fifth anniversary of the public offering price date of the common stock) and may be exercised on a cashless basisProspectus. The Representative’s Warrant and the shares of Common Stock issuable upon exercise of the Representative’s Warrant are hereinafter referred to together as the “Warrant Shares.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110(e) 5110 against transferring the Representative’s Warrant Agreement and the underlying securities shares of Common Stock during the 180 one hundred eighty (180) days after the commencement date of sales in the Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days after following the commencement date of sales Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, except as expressly permitted by FINRA Rule 5110(e), 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. The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the Representative’s Warrants and unlimited “piggyback” registration rights. Upon written demand of the holders of at least 51% of the Representative’s Warrants, the Company agrees to register, on one occasion, all or any portion of the Warrant Shares. On such occasion, the Company shall file a registration statement with the Commission covering the Warrant Shares within 60 days after receipt of such demand notice, and shall use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. The Company shall bear all fees and expenses associated with the registration of the Warrant Shares, but the holders of the Representative’s Warrants shall pay any and all underwriting commissions. The holders of the Representative’s Warrants are entitled to a demand registration on only one occasion and such demand registration right shall terminate on the fifth anniversary of the date of the Underwriting Agreement in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C). The Representative’s Warrants will provide for adjustment in the number and price of such warrants and the shares underlying such warrants in the event of stock dividends, stock splits, and recapitalization, or other structural transaction to prevent mechanical dilution. The piggyback registration right provided will not be greater than seven (7) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Company shall bear all fees and expenses attendant to registering the securities pursuant to “piggyback” but the Representative (or the holders thereof) shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the securities. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding registrable securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders shall continue to be given for each registration statement filed by the Company during the two (2) year period following the initial exercise date until such time as all of the registrable securities have been sold by the Holder. The holders of the registrable securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement.

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant for the Date, warrants to purchase of up to 115,000 shares of common stock purchase an amount equal to 5% ten percent (10%) of the total number of shares of common stock Shares sold in this offering, including any shares issued upon exercise of the underwriters’ over-allotment option, pursuant to a warrant agreement in the form attached hereto as Exhibit B offering (the “Representative’s Warrant”). The Representative’s Warrants will Warrant, in the form attached hereto as Exhibit A, shall be exercisable during exercisable, in whole or in part, commencing on the Closing Date and expiring on the five-year period from anniversary of the commencement of sales of this Offering the Offering, at a per share an initial exercise price per Ordinary Share of $[] (125.0●], which is equal to 140% of the of the public offering price of the common stock) and may be exercised on a cashless basisunderlying Ordinary Shares in connection with the Offering. The Representative’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for “piggyback” registration rights until expiration or until the shares of Common Stock issuable upon exercise underlying the warrants are eligible for resale pursuant to an exemption from registration; provided, however that no such “piggyback” registration rights shall be exercisable after the last day of the Representative’s Warrant are hereinafter referred to together as fifth year following the “Warrant Shares.” commencement of sales of the Offering. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110(e) 5110 against transferring the Representative’s Warrant and the underlying securities Ordinary Shares during the 180 days after period beginning on the commencement date of commencement of sales in of the Offering e and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant and the underlying Ordinary Shares, or any portion thereof, or have the Representative’s Warrant 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 after beginning on the commencement date of commencement of sales of the Offering to anyone other than the acceptable persons set forth in the Offering, except as expressly permitted by FINRA Rule 5110(e5110(e)(2), and only if any provided such transferee agrees to the foregoing lock-up restrictions. The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the Representative’s Warrants and unlimited “piggyback” registration rights. Upon written demand of the holders of at least 51% Delivery of the Representative’s Warrants, Warrant shall be made on the Company agrees to register, on one occasion, all or any portion of the Warrant Shares. On such occasion, the Company shall file a registration statement with the Commission covering the Warrant Shares within 60 days after receipt of such demand notice, Closing Date and shall use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. The Company shall bear all fees and expenses associated with the registration of the Warrant Shares, but the holders of the Representative’s Warrants shall pay any and all underwriting commissions. The holders of the Representative’s Warrants are entitled to a demand registration on only one occasion and such demand registration right shall terminate on the fifth anniversary of the date of the Underwriting Agreement in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C). The Representative’s Warrants will provide for adjustment be issued in the number name or names and price of in such warrants and the shares underlying such warrants in the event of stock dividends, stock splits, and recapitalization, or other structural transaction to prevent mechanical dilution. The piggyback registration right provided will not be greater than seven (7) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Company shall bear all fees and expenses attendant to registering the securities pursuant to “piggyback” but authorized denominations as the Representative (or the holders thereof) shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the securities. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding registrable securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders shall continue to be given for each registration statement filed by the Company during the two (2) year period following the initial exercise date until such time as all of the registrable securities have been sold by the Holder. The holders of the registrable securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statementmay request.

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant for the warrants to purchase of up to 115,000 shares of common stock equal to 5% of the total such number of shares of the Company’s common stock stock, par value $0.001 per share (“Common Stock”) equal to seven percent of the aggregate number of shares underlying the Series A Convertible Preferred Stock sold in this offering, including any shares issued upon exercise of the underwriters’ over-allotment option, pursuant to a warrant agreement in the form attached hereto as Exhibit B Offering (the “Representative’s Warrant”). The Representative’s Warrants will Warrant, in the form attached hereto as Exhibit A, shall be exercisable during exercisable, in whole or in part, commencing on the Closing Date and expiring on the five-year period from anniversary of the commencement effective date of sales of this Offering the Registration Statement (the date the Commission (as hereinafter defined) declares the Registration Statement being hereinafter referred to as the “Effective Date”) at a an initial exercise price per share exercise price of $[] (125.0% of Common Stock equal to the public offering price of the common stock) and may be exercised on a cashless basisPurchase Price. The Representative’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for “piggyback” registration rights until expiration or until the shares of Common Stock issuable upon exercise underlying the warrants are eligible for resale pursuant to an exemption from registration; provided, however that no such “piggyback” registration rights shall be exercisable after the last day of the Representative’s Warrant are hereinafter referred to together as seventh year following the “Warrant Shares.” Effective Date. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110(e) 5110 against transferring the Representative’s Warrant and the underlying securities shares of Common Stock during the 180 days after the commencement date of sales in the Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or have the Representative’s Warrant 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 after following the commencement date of sales Effective Date to anyone other than the acceptable persons set forth in the Offering, except as expressly permitted by FINRA Rule 5110(e5110(g)(2)(A), and only if any provided such transferee agrees to the foregoing lock-up restrictions. The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the Representative’s Warrants and unlimited “piggyback” registration rights. Upon written demand of the holders of at least 51% Delivery of the Representative’s Warrants, Warrant shall be made on the Company agrees to register, on one occasion, all or any portion of the Warrant Shares. On such occasion, the Company shall file a registration statement with the Commission covering the Warrant Shares within 60 days after receipt of such demand notice, Closing Date and shall use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. The Company shall bear all fees and expenses associated with the registration of the Warrant Shares, but the holders of the Representative’s Warrants shall pay any and all underwriting commissions. The holders of the Representative’s Warrants are entitled to a demand registration on only one occasion and such demand registration right shall terminate on the fifth anniversary of the date of the Underwriting Agreement in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C). The Representative’s Warrants will provide for adjustment be issued in the number name or names and price of in such warrants and the shares underlying such warrants in the event of stock dividends, stock splits, and recapitalization, or other structural transaction to prevent mechanical dilution. The piggyback registration right provided will not be greater than seven (7) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Company shall bear all fees and expenses attendant to registering the securities pursuant to “piggyback” but authorized denominations as the Representative (or the holders thereof) shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the securitiesmay request. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding registrable securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders shall continue to be given for each registration statement filed by the Company during the two (2) year period following the initial exercise date until such time as all of the registrable securities have been sold by the Holder. The holders of the registrable securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement.

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant for and the Option Closing Date, if any, warrants to purchase of up to 115,000 shares of common stock purchase an amount equal to 5% ten percent (10%) of the total number of shares of common stock Securities sold in this offering, including any shares issued upon exercise of the underwriters’ over-allotment option, pursuant to a warrant agreement in the form attached hereto as Exhibit B offering (the “Representative’s Warrant”). The Representative’s Warrants will Warrant, in the form attached hereto as Exhibit A, shall be exercisable during exercisable, in whole or in part, commencing on the Closing Date and expiring on the five-year period from anniversary of the commencement effective date of sales of this Offering the Registration Statement (the date the Commission (as hereinafter defined) declares the Registration Statement being hereinafter referred to as the “Effective Date”) at a per share an initial exercise price per Ordinary Share of $[] ●], which is equal to one hundred and thirty (125.0% 130%) of the of the public offering price of the common stock) and may be exercised on a cashless basisunderlying Ordinary Shares in connection with the Offering. The Representative’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for demand and “piggyback” registration rights until expiration or until the shares of Common Stock issuable upon exercise underlying the warrants are eligible for resale pursuant to an exemption from registration; provided, however that (i) no such demand registration rights shall be exercisable after the last day of the Representative’s Warrant are hereinafter referred to together as fifth (5th) year following the date of commencement of sales of the Offering and (ii) no such “Warrant Shares.piggyback” registration rights shall be exercisable after the last day of the seventh (7th) year following the date of commencement of sales of the Offering. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110(e) 5110 against transferring the Representative’s Warrant and the underlying securities Ordinary Shares during the 180 days after day period beginning on the commencement of date of commencement of sales in of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant and the underlying Ordinary Shares, or any portion thereof, or have the Representative’s Warrant the underlying Ordinary Shares 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 after beginning on the commencement of date of commencement of sales of the Offering to anyone other than the acceptable persons set forth in the Offering, except as expressly permitted by FINRA Rule 5110(e5110(e)(2), and only if any provided such transferee agrees to the foregoing lock-up restrictions. The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the Representative’s Warrants and unlimited “piggyback” registration rights. Upon written demand of the holders of at least 51% Delivery of the Representative’s Warrants, Warrant shall be made on the Company agrees to register, Closing Date or on one occasion, all or any portion of the Warrant Shares. On such occasion, the Company shall file a registration statement with the Commission covering the Warrant Shares within 60 days after receipt of such demand notice, Option Closing Date and shall use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. The Company shall bear all fees and expenses associated with the registration of the Warrant Shares, but the holders of the Representative’s Warrants shall pay any and all underwriting commissions. The holders of the Representative’s Warrants are entitled to a demand registration on only one occasion and such demand registration right shall terminate on the fifth anniversary of the date of the Underwriting Agreement in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C). The Representative’s Warrants will provide for adjustment be issued in the number name or names and price of in such warrants and the shares underlying such warrants in the event of stock dividends, stock splits, and recapitalization, or other structural transaction to prevent mechanical dilution. The piggyback registration right provided will not be greater than seven (7) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Company shall bear all fees and expenses attendant to registering the securities pursuant to “piggyback” but authorized denominations as the Representative (or the holders thereof) shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the securities. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding registrable securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders shall continue to be given for each registration statement filed by the Company during the two (2) year period following the initial exercise date until such time as all of the registrable securities have been sold by the Holder. The holders of the registrable securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statementmay request.

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant for the warrants to purchase of up to 115,000 shares of common stock purchase an amount equal to 5% ten percent (10%) of the total number of shares of common stock Ordinary Shares sold in this offering, including any shares issued upon exercise of the underwriters’ over-allotment option, pursuant to a warrant agreement in the form attached hereto as Exhibit B offering (the “Representative’s Warrant”). The Representative’s Warrants will Warrant, in the form attached hereto as Exhibit A, shall be exercisable during exercisable, in whole or in part, commencing on the Closing Date and expiring on the five-year period from anniversary of the commencement effective date of sales of this Offering the Registration Statement (the date the Commission (as hereinafter defined) declares the Registration Statement being hereinafter referred to as the “Effective Date”) at a per share an initial exercise price per Ordinary Share of $[] (125.0●], which is equal to 140% of the public offering price Purchase Price of the common stock) and may be exercised on a cashless basisOffered Shares. The Representative’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for “piggyback” registration rights until expiration or until the shares of Common Stock issuable upon exercise underlying the warrants are eligible for resale pursuant to an exemption from registration; provided, however that no such “piggyback” registration rights shall be exercisable after the last day of the Representative’s Warrant are hereinafter referred to together as seventh year following the “Warrant Shares.” Effective Date. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110(e) 5110 against transferring the Representative’s Warrant and the underlying securities Ordinary Shares during the 180 days after the commencement date of sales in the Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or have the Representative’s Warrant 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 after following the commencement date of sales Effective Date to anyone other than the acceptable persons set forth in the Offering, except as expressly permitted by FINRA Rule 5110(e5110(g)(2)(A), and only if any provided such transferee agrees to the foregoing lock-up restrictions. The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the Representative’s Warrants and unlimited “piggyback” registration rights. Upon written demand of the holders of at least 51% Delivery of the Representative’s Warrants, Warrant shall be made on the Company agrees to register, on one occasion, all or any portion of the Warrant Shares. On such occasion, the Company shall file a registration statement with the Commission covering the Warrant Shares within 60 days after receipt of such demand notice, Closing Date and shall use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. The Company shall bear all fees and expenses associated with the registration of the Warrant Shares, but the holders of the Representative’s Warrants shall pay any and all underwriting commissions. The holders of the Representative’s Warrants are entitled to a demand registration on only one occasion and such demand registration right shall terminate on the fifth anniversary of the date of the Underwriting Agreement in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C). The Representative’s Warrants will provide for adjustment be issued in the number name or names and price of in such warrants and the shares underlying such warrants in the event of stock dividends, stock splits, and recapitalization, or other structural transaction to prevent mechanical dilution. The piggyback registration right provided will not be greater than seven (7) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Company shall bear all fees and expenses attendant to registering the securities pursuant to “piggyback” but authorized denominations as the Representative (or the holders thereof) shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the securitiesmay request. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding registrable securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders shall continue to be given for each registration statement filed by the Company during the two (2) year period following the initial exercise date until such time as all of the registrable securities have been sold by the Holder. The holders of the registrable securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement.

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) on the applicable Closing Date a warrant for the purchase of up to 115,000 shares of common stock equal to 5% of the total number of shares of common stock sold in this offeringDate, including any shares issued upon exercise of the underwriters’ over-allotment optionWarrants, pursuant to a warrant agreement substantially in the form of Exhibit A attached hereto as Exhibit B hereto, to purchase such number of Shares equal to ten percent (10%) of the Offered Securities sold by the Company (the “Representative’s Warrant”). The Underwriter will have the option to exercise their warrants at any time, provided that such shares are not transferred during the lock-up period; the 180-day lock period will remain on these underlying shares. The Representative’s Warrants will may not be exercisable during sold, transferred, assigned, pledged or hypothecated, or be the fivesubject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on the date of the commencement of sales of the offering in accordance with FINRA Rule 5110(e)(1), except that (i) they may be transferred, in whole or in part, to any member participating in the offering and its officers or partners, its registered persons or affiliates, if all transferred securities remain subject to the lock-up restriction for the remainder of the 180-day lock-up period, (ii) they may be exercised or converted, in whole or in part, if all securities received remain subject to the lock-up restriction for the for the remainder of the 180-day lock-up period, (iii) they may be transferred back to the issuer in a transaction exempt from registration with the SEC, or other exceptions as provided under FIRNA Rule 5110(e)(2).The Representative’s Warrant shall be exercisable, in whole or in part, commencing anytime from the date of issuance and expiring on the fifth-year anniversary of the commencement of sale of the Offering at an initial exercise price equal to one hundred fifty percent (150%) of the initial public offering price of a Firm Share. The Representative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Representative’s Warrants under the Act and will file all necessary undertakings in connection therewith. The registered holder of Representative’s Warrant agrees by his, her or its acceptance hereof, that such underwriter will not, for a period through and including one hundred eighty (180) days from the commencement of sales of this Offering at a per share exercise price of $[] (125.0% of the public offering price of the common stock) and may be exercised on a cashless basis. The Representative’s Warrant and the shares of Common Stock issuable upon exercise of the Representative’s Warrant are hereinafter referred to together as the “Warrant Shares.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110(e) against transferring the Representative’s Warrant and the underlying securities during the 180 days after the commencement date of sales in the Offering and by its acceptance thereof shall agree that it will not Offering, sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant , or any portion thereof, cause the Representative’s Warrant or the securities issuable thereunder to 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 after the commencement date of sales in the Offering, except as expressly permitted by FINRA Rule 5110(e), and only if any such transferee agrees to the foregoing lock-up restrictions. The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the Representative’s Warrants and unlimited “piggyback” registration rightsWarrant or the securities thereunder in accordance with FINRA Conduct Rule 5110(e)(1). Upon written demand of the holders of at least 51% The foregoing restriction does not prohibit (i) transfer of the Representative’s WarrantsWarrant or the securities thereunder to any underwriter or selected dealer participating in the Offering and its officers or partners, its registered persons or affiliates, if all transferred securities remain subject to the Company agrees to register, on one occasion, all or any portion lock-up restriction for the remainder of the Warrant Shares. On such occasion180-day lock-up period, the Company shall file a registration statement with the Commission covering the Warrant Shares within 60 days after receipt of such demand notice, and shall use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. The Company shall bear all fees and expenses associated with the registration of the Warrant Shares, but the holders (ii) exercise or conversion of the Representative’s Warrants shall pay any Warrant, if all securities received remain subject to the lock-up restriction for the remainder of the 180-day lock-up period, and all underwriting commissions. The holders (iii) transfer or sale of the Representative’s Warrants are entitled Warrant or securities thereunder back to the Company in a demand transaction exempt from registration on only one occasion and such demand registration right shall terminate on with the fifth anniversary of the date of the Underwriting Agreement Commission, as provided for in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(CRule 5110(e)(2). The Firm Shares and the Representative’s Warrants will provide for adjustment in the number and price of such warrants and the shares underlying such warrants in the event of stock dividends, stock splits, and recapitalization, or other structural transaction Securities are hereinafter referred to prevent mechanical dilution. The piggyback registration right provided will not be greater than seven (7) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Company shall bear all fees and expenses attendant to registering the securities pursuant to “piggyback” but the Representative (or the holders thereof) shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the securities. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding registrable securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders shall continue to be given for each registration statement filed by the Company during the two (2) year period following the initial exercise date until such time collectively as all of the registrable securities have been sold by the Holder. The holders of the registrable securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statementSecurities.”

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant for the purchase of up to 115,000 [ ] shares of common stock Common Stock equal to 5% of the total number of shares of common stock Common Stock sold in this offeringOffering, including any shares issued upon exercise of the underwriters’ over-allotment option, pursuant to a warrant agreement in the form attached hereto as Exhibit B (the “Representative’s Warrant”). The Representative’s Warrants will be exercisable during the five-year period from the commencement of sales of this Offering at a per share exercise price of $[[ ] (125.0% of the public offering price of the common stockCommon Stock) and may be exercised on a cashless basis. The Representative’s Warrant and the shares of Common Stock issuable upon exercise of the Representative’s Warrant are hereinafter referred to together as the “Warrant Shares.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110(e) against transferring the Representative’s Warrant and the underlying securities during the 180 days after the commencement date of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days after the commencement date of sales in the Offering, except as expressly permitted by FINRA Rule 5110(e), and only if any such transferee agrees to the foregoing lock-up restrictions. The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the Representative’s Warrants and unlimited “piggyback” registration rights. Upon written demand of the holders of at least 51% of the Representative’s Warrants, the Company agrees to register, on one occasion, all or any portion of the Warrant Shares. On such occasion, the Company shall file a registration statement with the Commission covering the Warrant Shares within 60 days after receipt of such demand notice, and shall use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. The Company shall bear all fees and expenses associated with the registration of the Warrant Shares, but the holders of the Representative’s Warrants shall pay any and all underwriting commissions. The holders of the Representative’s Warrants are entitled to a demand registration on only one occasion and such demand registration right shall terminate on the fifth anniversary of the date of the Underwriting Agreement in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C). The Representative’s Warrants will provide for adjustment in the number and price of such warrants and the shares underlying such warrants in the event of stock dividends, stock splits, and recapitalization, or other structural transaction to prevent mechanical dilution. The piggyback registration right provided will not be greater than seven (7) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Company shall bear all fees and expenses attendant to registering the securities pursuant to “piggyback” but the Representative (or the holders thereof) shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the securities. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding registrable securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders shall continue to be given for each registration statement filed by the Company during the two (2) year period following the initial exercise date until such time as all of the registrable securities have been sold by the Holder. The holders of the registrable securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement.

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant for the purchase of up to 115,000 shares the number of common stock Common Shares equal to 55.0% of the total number of shares of common stock sold Firm Shares and the Common Shares underlying the Pre-Funded Warrants and Firm Warrants underlying the Units issued in this offering, including any shares issued upon exercise of the underwriters’ over-allotment optionOffering, pursuant to a warrant agreement in the form attached hereto as Exhibit B A (the “Representative’s Warrant”). The Representative’s Warrants will be exercisable during the five-year period from the commencement of sales of this Offering , at a per share an initial exercise price of $[●] (125.0per share, which is equal to 125% of the public offering price of the common stock) and may be exercised on a cashless basisfor one Unit. The Representative’s Warrant and the shares of Common Stock Shares issuable upon exercise of the Representative’s Warrant are hereinafter referred to together as the “Warrant SharesRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110(e) 5110 against transferring the Representative’s Warrant and the underlying securities during the 180 days after the commencement date of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days after the commencement date of sales in the Offering, except as expressly permitted by FINRA Rule 5110(e), and only if any such transferee agrees to the foregoing lock-up restrictions. The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the Representative’s Warrants and unlimited “piggyback” registration rights. Upon written demand of the holders of at least 51% of the Representative’s Warrants, the Company agrees to register, on one occasion, all or any portion of the Warrant Shares. On such occasion, the Company shall file a registration statement with the Commission covering the Warrant Shares within 60 days after receipt of such demand notice, and shall use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. The Company shall bear all fees and expenses associated with the registration of the Warrant Shares, but the holders of the Representative’s Warrants shall pay any and all underwriting commissions. The holders of the Representative’s Warrants are entitled to a demand registration on only one occasion and such demand registration right shall terminate on the fifth anniversary of the date of the Underwriting Agreement in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C). The Representative’s Warrants will provide for adjustment in the number and price of such warrants and the shares underlying such warrants in the event of stock dividends, stock splits, and recapitalization, or other structural transaction to prevent mechanical dilution. The piggyback registration right provided will not be greater than seven (7) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Company shall bear all fees and expenses attendant to registering the securities pursuant to “piggyback” but the Representative (or the holders thereof) shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the securities. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding registrable securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders shall continue to be given for each registration statement filed by the Company during the two (2) year period following the initial exercise date until such time as all of the registrable securities have been sold by the Holder. The holders of the registrable securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement.

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant for and the Option Closing Date, if any, warrants to purchase of up to 115,000 shares of common stock purchase an amount equal to 5% ten percent (10%) of the total number of shares of common stock Securities sold in this offering, including any shares issued upon exercise of the underwriters’ over-allotment option, pursuant to a warrant agreement in the form attached hereto as Exhibit B offering (the “Representative’s Warrant”). The Representative’s Warrants will Warrant, in the form attached hereto as Exhibit A, shall be exercisable during exercisable, in whole or in part, commencing on the Closing Date and expiring on the five-year period from anniversary of the commencement effective date of sales of this Offering the Registration Statement (the date the Commission (as hereinafter defined) declares the Registration Statement being hereinafter referred to as the “Effective Date”) at a per share an initial exercise price per Ordinary Share of $[] (125.0●], which is equal to 140% of the of the public offering price of the common stock) and may be exercised on a cashless basisunderlying Ordinary Shares in connection with the Offering. The Representative’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for “piggyback” registration rights until expiration or until the shares of Common Stock issuable upon exercise underlying the warrants are eligible for resale pursuant to an exemption from registration; provided, however that no such “piggyback” registration rights shall be exercisable after the last day of the Representative’s Warrant are hereinafter referred to together as seventh year following the “Warrant Shares.” Effective Date. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110(e) 5110 against transferring the Representative’s Warrant and the underlying securities Ordinary Shares during the 180 days after the commencement date of sales in the Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or have the Representative’s Warrant 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 after following the commencement date of sales Effective Date to anyone other than the acceptable persons set forth in the Offering, except as expressly permitted by FINRA Rule 5110(e5110(g)(2)(A), and only if any provided such transferee agrees to the foregoing lock-up restrictions. The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the Representative’s Warrants and unlimited “piggyback” registration rights. Upon written demand of the holders of at least 51% Delivery of the Representative’s Warrants, Warrant shall be made on the Company agrees to register, Closing Date or on one occasion, all or any portion of the Warrant Shares. On such occasion, the Company shall file a registration statement with the Commission covering the Warrant Shares within 60 days after receipt of such demand notice, Option Closing Date and shall use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. The Company shall bear all fees and expenses associated with the registration of the Warrant Shares, but the holders of the Representative’s Warrants shall pay any and all underwriting commissions. The holders of the Representative’s Warrants are entitled to a demand registration on only one occasion and such demand registration right shall terminate on the fifth anniversary of the date of the Underwriting Agreement in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C). The Representative’s Warrants will provide for adjustment be issued in the number name or names and price of in such warrants and the shares underlying such warrants in the event of stock dividends, stock splits, and recapitalization, or other structural transaction to prevent mechanical dilution. The piggyback registration right provided will not be greater than seven (7) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Company shall bear all fees and expenses attendant to registering the securities pursuant to “piggyback” but authorized denominations as the Representative (or the holders thereof) shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the securities. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding registrable securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders shall continue to be given for each registration statement filed by the Company during the two (2) year period following the initial exercise date until such time as all of the registrable securities have been sold by the Holder. The holders of the registrable securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statementmay request.

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant for the warrants to purchase of up to 115,000 shares of common stock equal to 5% of the total such number of shares of the Company’s common stock stock, par value $0.001 per share (“Common Stock”) equal to seven percent of the aggregate number of shares underlying the Series A Convertible Preferred Stock sold in this offering, including any shares issued upon exercise of the underwriters’ over-allotment option, pursuant to a warrant agreement in the form attached hereto as Exhibit B Offering (the “Representative’s Warrant”). The Representative’s Warrants will Warrant, in the form attached hereto as Exhibit A, shall be exercisable during exercisable, in whole or in part, commencing on the Closing Date and expiring on the five-year period from anniversary of the commencement effective date of sales of this Offering the Registration Statement (the date the Commission (as hereinafter defined) declares the Registration Statement being hereinafter referred to as the “Effective Date”) at a an initial exercise price per share exercise price of $[] (125.0% of Common Stock equal to the public offering price of the common stock) and may be exercised on a cashless basisPurchase Price. The Representative’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for “piggyback” registration rights until expiration or until the shares of Common Stock issuable upon exercise underlying the warrants are eligible for resale pursuant to an exemption from registration; provided, however that no such “piggyback” registration rights shall be exercisable after the last day of the Representative’s Warrant are hereinafter referred to together as fifth year following the “Warrant Shares.” Effective Date. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110(e) 5110 against transferring the Representative’s Warrant and the underlying securities shares of Common Stock during the 180 days after the commencement date of sales in the Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or have the Representative’s Warrant 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 after following the commencement date of sales Effective Date to anyone other than the acceptable persons set forth in the Offering, except as expressly permitted by FINRA Rule 5110(e5110(g)(2)(A), and only if any provided such transferee agrees to the foregoing lock-up restrictions. The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the Representative’s Warrants and unlimited “piggyback” registration rights. Upon written demand of the holders of at least 51% Delivery of the Representative’s Warrants, Warrant shall be made on the Company agrees to register, on one occasion, all or any portion of the Warrant Shares. On such occasion, the Company shall file a registration statement with the Commission covering the Warrant Shares within 60 days after receipt of such demand notice, Closing Date and shall use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. The Company shall bear all fees and expenses associated with the registration of the Warrant Shares, but the holders of the Representative’s Warrants shall pay any and all underwriting commissions. The holders of the Representative’s Warrants are entitled to a demand registration on only one occasion and such demand registration right shall terminate on the fifth anniversary of the date of the Underwriting Agreement in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C). The Representative’s Warrants will provide for adjustment be issued in the number name or names and price of in such warrants and the shares underlying such warrants in the event of stock dividends, stock splits, and recapitalization, or other structural transaction to prevent mechanical dilution. The piggyback registration right provided will not be greater than seven (7) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Company shall bear all fees and expenses attendant to registering the securities pursuant to “piggyback” but authorized denominations as the Representative (or the holders thereof) shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the securitiesmay request. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding registrable securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders shall continue to be given for each registration statement filed by the Company during the two (2) year period following the initial exercise date until such time as all of the registrable securities have been sold by the Holder. The holders of the registrable securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement.

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant for the purchase of up to 115,000 shares of common stock equal to 5% of the total number of shares of common stock sold in this offering, including any shares issued upon exercise of the underwriters’ over-allotment option, pursuant to a warrant agreement in the form attached hereto as Exhibit B (the “Representative’s Warrant”). The Representative’s Warrants will be exercisable during the five-year period from the commencement of sales of this Offering at a per share exercise price of $[[ ] (125.0% of the public offering price of the common stock) and may be exercised on a cashless basis. The Representative’s Warrant and the shares of Common Stock issuable upon exercise of the Representative’s Warrant are hereinafter referred to together as the “Warrant Shares.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110(e) against transferring the Representative’s Warrant and the underlying securities during the 180 days after the commencement date of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days after the commencement date of sales in the Offering, except as expressly permitted by FINRA Rule 5110(e), and only if any such transferee agrees to the foregoing lock-up restrictions. The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the Representative’s Warrants and unlimited “piggyback” registration rights. Upon written demand of the holders of at least 51% of the Representative’s Warrants, the Company agrees to register, on one occasion, all or any portion of the Warrant Shares. On such occasion, the Company shall file a registration statement with the Commission covering the Warrant Shares within 60 days after receipt of such demand notice, and shall use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. The Company shall bear all fees and expenses associated with the registration of the Warrant Shares, but the holders of the Representative’s Warrants shall pay any and all underwriting commissions. The holders of the Representative’s Warrants are entitled to a demand registration on only one occasion and such demand registration right shall terminate on the fifth anniversary of the date of the Underwriting Agreement in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C). The Representative’s Warrants will provide for adjustment in the number and price of such warrants and the shares underlying such warrants in the event of stock dividends, stock splits, and recapitalization, or other structural transaction to prevent mechanical dilution. The piggyback registration right provided will not be greater than seven (7) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Company shall bear all fees and expenses attendant to registering the securities pursuant to “piggyback” but the Representative (or the holders thereof) shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the securities. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding registrable securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders shall continue to be given for each registration statement filed by the Company during the two (2) year period following the initial exercise date until such time as all of the registrable securities have been sold by the Holder. The holders of the registrable securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement.

Representative’s Warrant. 1.3.1 The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant and each Option Closing Date an option (“Representative’s Warrant”) for the purchase of up to 115,000 an aggregate of number of the Company’s ordinary shares of common stock equal to 5representing 2% of the total number of shares of common stock Public Securities sold in this offeringthe Offering on such Closing Date or Option Closing Date, including any shares issued upon exercise of the underwriters’ over-allotment optionas applicable. The Representative’s Warrant agreement, pursuant to a warrant agreement in the form attached hereto as Exhibit B A (the “Representative’s WarrantWarrant Agreement”). The Representative’s Warrants will , shall be exercisable during exercisable, in whole or in part, commencing on a date that is 180 days after the Effective Date and expiring on the five-year period from anniversary of the commencement of sales of this Offering Effective Date at a per share an initial exercise price of $[] (125.0% of per Ordinary Share equal to the initial public offering price of the common stock) and may be exercised Firm Shares, on a cashless basis. The Representative’s Warrant and the shares of Common Stock Ordinary Shares issuable upon exercise of the Representative’s Warrant thereof are hereinafter referred to together as the “Warrant SharesRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110(e) 5110 against transferring the Representative’s Warrant Agreement and the underlying securities Ordinary Shares during the 180 days after the commencement date of sales in the Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days after following the commencement date of sales Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, except as expressly permitted by FINRA Rule 5110(e), 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. The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the Representative’s Warrants and unlimited “piggyback” registration rights. Upon written demand of the holders of at least 51% of the Representative’s Warrants, the Company agrees to register, on one occasion, all or any portion of the Warrant Shares. On such occasion, the Company shall file a registration statement with the Commission covering the Warrant Shares within 60 days after receipt of such demand notice, and shall use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. The Company shall bear all fees and expenses associated with the registration of the Warrant Shares, but the holders of the Representative’s Warrants shall pay any and all underwriting commissions. The holders of the Representative’s Warrants are entitled to a demand registration on only one occasion and such demand registration right shall terminate on the fifth anniversary of the date of the Underwriting Agreement in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C). The Representative’s Warrants will provide for adjustment in the number and price of such warrants and the shares underlying such warrants in the event of stock dividends, stock splits, and recapitalization, or other structural transaction to prevent mechanical dilution. The piggyback registration right provided will not be greater than seven (7) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Company shall bear all fees and expenses attendant to registering the securities pursuant to “piggyback” but the Representative (or the holders thereof) shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the securities. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding registrable securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders shall continue to be given for each registration statement filed by the Company during the two (2) year period following the initial exercise date until such time as all of the registrable securities have been sold by the Holder. The holders of the registrable securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement.

Representative’s Warrant. (i) The Company hereby agrees to issue and sell to the Representative (and/or its designees) Representatives on the each Closing Date a warrant an option (“Representatives’ Warrant”) for the purchase of up to 115,000 shares of common stock equal to 5% of the total an aggregate number of shares of common stock Common Stock representing five percent (5%) of the Securities sold in this offeringthe offering on such Closing Date. The Representatives’ Warrant agreement, including any shares issued upon exercise of the underwriters’ over-allotment option, pursuant to a warrant agreement in the form attached hereto as Exhibit B A (the “Representative’s WarrantRepresentatives’ Warrant Agreement”). The Representative’s Warrants will , shall be exercisable during exercisable, in whole or in part, commencing on a date that is 180 days after the effective date of this Agreement and expiring on the five-year period from the commencement anniversary of sales of this Offering such effective date at a an initial exercise price per share exercise price of $[] Common Stock equal to one hundred twenty percent (125.0% 120%) of the initial public offering price of the common stock) and may be exercised Firm Shares, on a cashless basisbasis in certain circumstances as set forth in the Representatives’ Warrant Agreement. The Representative’s Warrant and the shares of Common Stock issuable upon exercise of the Representative’s Warrant are thereof is hereinafter referred to together as the “Warrant SharesRepresentatives’ Securities.” The Representative understands Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110(e) 5110 against transferring the Representative’s Representatives’ Warrant Agreement and the underlying securities Representatives’ Securities during the 180 days after the commencement effective date of sales in the Offering this Agreement and by its acceptance thereof shall agree that it no Representative will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantRepresentatives’ Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days after following the commencement effective date of sales this Agreement to anyone other than (i) an Underwriter or a selected dealer in connection with the Offeringoffering, except as expressly permitted by FINRA Rule 5110(e), or (ii) a bona fide officer or partner of a Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the Representative’s Warrants and unlimited “piggyback” registration rights. Upon written demand of the holders of at least 51% of the Representative’s Warrants, the Company agrees to register, on one occasion, all or any portion of the Warrant Shares. On such occasion, the Company shall file a registration statement with the Commission covering the Warrant Shares within 60 days after receipt of such demand notice, and shall use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. The Company shall bear all fees and expenses associated with the registration of the Warrant Shares, but the holders of the Representative’s Warrants shall pay any and all underwriting commissions. The holders of the Representative’s Warrants are entitled to a demand registration on only one occasion and such demand registration right shall terminate on the fifth anniversary of the date of the Underwriting Agreement in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C). The Representative’s Warrants will provide for adjustment in the number and price of such warrants and the shares underlying such warrants in the event of stock dividends, stock splits, and recapitalization, or other structural transaction to prevent mechanical dilution. The piggyback registration right provided will not be greater than seven (7) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Company shall bear all fees and expenses attendant to registering the securities pursuant to “piggyback” but the Representative (or the holders thereof) shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the securities. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding registrable securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders shall continue to be given for each registration statement filed by the Company during the two (2) year period following the initial exercise date until such time as all of the registrable securities have been sold by the Holder. The holders of the registrable securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement.

Representative’s Warrant. The In consideration of the services to be provided hereunder, the Company hereby agrees to shall issue to the Representative (and/or its designees) on Representative, or to such other parties designated by the Closing Date Representative, a warrant for the to purchase a number of up to 115,000 shares of common stock Common Shares equal to five percent (5% %) of the total aggregate number of shares of common stock Common Shares sold in this offeringthe offering contemplated hereby (the “Representative's Warrant”), including any shares issued upon exercise of the underwriters’ over-allotment option, pursuant to a warrant agreement in the form attached hereto as Exhibit B (the “B. The Representative’s Warrant”)Warrant will be non-exercisable for six (6) months after the Closing Time and will expire three years after the effective date of the Registration Statement. The Representative’s Warrants Warrant will be exercisable during the five-year period from the commencement of sales of this Offering at a per share exercise price of $[] (equal to 125.0% of the public offering price of the common stock) and may be exercised on a cashless basisprice, or $[ ]. The Representative’s Warrant and shall not be redeemable. The Company will register the shares of Common Stock issuable upon exercise of and/or any securities underlying the Representative’s Warrant are hereinafter referred to together as under the “Warrant Shares.” 1933 Act and will file all necessary undertakings in connection therewith. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110(e) against transferring the Representative’s Warrant and the underlying securities during the 180 days after the commencement date of sales in the Offering and by its acceptance thereof shall agree that it will may not sellbe sold, transfertransferred, assign, pledge assigned or hypothecate the Representative’s Warrant, or any portion thereof, hypothecated 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 the securities for a period of 180 days after following the commencement effective date of sales in the OfferingRegistration Statement, except as expressly permitted by FINRA Rule 5110(e)that they may be assigned, in whole or in part, to any officer or partner of the Representative, and only if any such transferee agrees to members (and their officers and partners) of the foregoing lock-up restrictionsunderwriting syndicate or selling group. The Representative Representative’s Warrant may be exercised as to all or a lesser number of shares and/or any securities, will provide for cashless exercise and its affiliates or employees will also be entitled to contain provisions for one demand registration of the sale of the underlying shares underlying and/or any securities at the RepresentativeCompany’s Warrants expense, an additional demand registration at the warrant holders’ expense, and unlimited “piggyback” registration rights. Upon written demand rights at the Company’s expense for a period of five and seven years, respectively, after the holders of at least 51% of the Representative’s Warrants, the Company agrees to register, on one occasion, all or any portion of the Warrant Shares. On such occasion, the Company shall file a registration statement with the Commission covering the Warrant Shares within 60 days after receipt of such demand notice, and shall use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. The Company shall bear all fees and expenses associated with the registration of the Warrant Shares, but the holders of the Representative’s Warrants shall pay any and all underwriting commissions. The holders of the Representative’s Warrants are entitled to a demand registration on only one occasion and such demand registration right shall terminate on the fifth anniversary of the date of the Underwriting Agreement in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C)Registration Statement. The Representative’s Warrants will Warrant shall further provide for adjustment that the exercise price and number of shares issuable upon exercise of the warrants may be adjusted in the number and price of such warrants and the shares underlying such warrants certain circumstances including in the event of a stock dividendsdividend, stock splits, and extraordinary cash dividend or recapitalization, reorganization, merger or other structural transaction to prevent mechanical dilutionconsolidation. The piggyback registration right provided There will not be greater than seven (7) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Company shall bear all fees and expenses attendant to registering the securities pursuant to “piggyback” but the Representative (or the holders thereof) shall pay no round-down provision for any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the securities. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding registrable securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders shall continue to be given for each registration statement filed by the Company during the two (2) year period following the initial exercise date until such time as all of the registrable securities have been sold by the Holder. The holders of the registrable securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statementwarrants issued.

Representative’s Warrant. The Company hereby agrees to issue and sell to the Representative Representatives (and/or its designees) on the Closing Date a warrant an option (“Representatives’ Warrant”) for the purchase of up to 115,000 shares an aggregate of common stock equal to 5% [ ● ] Ordinary Shares, representing one and one-fourth percent (1.25%) of the total number of shares of common stock sold Underlying Shares in this offering, including any shares issued upon exercise respect of the underwritersFirm ADSs, for an aggregate purchase price of $[ ● ]. As specified in the Representatives’ over-allotment optionWarrant, pursuant to a warrant agreement in the form attached hereto as Exhibit B (the “Representative’s WarrantRepresentatives’ Warrant Agreement”). The Representative’s Warrants will , the Representatives’ Warrant shall be exercisable during exercisable, in whole or in part, commencing on the five-Effective Date and expiring on the five (5) year period from anniversary of the commencement of sales of this Offering Effective Date at a per share an initial exercise price calculated on the basis of $[[ ● ] (125.0per Ordinary Share, which is equal to 41 2/3% of the per Firm ADS public offering price of the common stock) and may be exercised on a cashless basisFirm ADSs (or 125% of the per Underlying Share price implied by such Firm ADS public offering price). The Representative’s Representatives’ Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise of the Representative’s Warrant thereof are hereinafter referred to together as the “Warrant Representatives’ Shares.” The Representative understands Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110(e5110 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) against transferring the Representative’s Representatives’ Warrant and the underlying securities Ordinary Shares during the 180 one hundred eighty (180) days after the commencement date of sales in the Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Representatives’ Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 one hundred eighty (180) days after following the commencement date of sales Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, except as expressly permitted by FINRA Rule 5110(e), or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. The Representative and its affiliates or employees will also be entitled to one demand registration of the sale of the shares underlying the Representative’s Warrants and unlimited “piggyback” registration rights. Upon written demand of the holders of at least 51% of the Representative’s Warrants, the Company agrees to register, on one occasion, all or any portion of the Warrant Shares. On such occasion, the Company shall file a registration statement with the Commission covering the Warrant Shares within 60 days after receipt of such demand notice, and shall use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. The Company shall bear all fees and expenses associated with the registration of the Warrant Shares, but the holders of the Representative’s Warrants shall pay any and all underwriting commissions. The holders of the Representative’s Warrants are entitled to a demand registration on only one occasion and such demand registration right shall terminate on the fifth anniversary of the date of the Underwriting Agreement in accordance with FINRA Rules 5110(g)(8)(B) and 5110(g)(8)(C). The Representative’s Warrants will provide for adjustment in the number and price of such warrants and the shares underlying such warrants in the event of stock dividends, stock splits, and recapitalization, or other structural transaction to prevent mechanical dilution. The piggyback registration right provided will not be greater than seven (7) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Company shall bear all fees and expenses attendant to registering the securities pursuant to “piggyback” but the Representative (or the holders thereof) shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the holders to represent them in connection with the sale of the securities. In the event of such a proposed registration, the Company shall furnish the then holders of outstanding registrable securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the holders shall continue to be given for each registration statement filed by the Company during the two (2) year period following the initial exercise date until such time as all of the registrable securities have been sold by the Holder. The holders of the registrable securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement.