Common use of Underwriter’s Warrants Clause in Contracts

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their designees) on the Closing Date (“Underwriter’s Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit B, at an initial exercise price of $0.264 (or 110% of the public offering price per Firm Share). The Underwriter’s Warrants and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Underwriters (and/or their designees) on the Closing Date a warrant (the “Underwriter’s Underwriters’ Warrants”) five-year warrants for the to purchase a total of a number 96,000 shares of Ordinary Shares equal to 5.0Common Stock representing 8% of the number of the Firm Common Stock Shares (or Pre-Funded Warrants) and excluding the Option Shares issued in the OfferingShares), pursuant to a warrant as set forth opposite their respective names on Schedule 1 attached hereto, for an aggregate purchase price of $________. The Underwriters’ Warrant agreements, in the form attached hereto as Exhibit BB (each, an “Underwriter Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is 180-days after the Effective Date and expiring on a date which is no more than five (5) years from the Effective Date at an initial exercise price per Common Stock share of $0.264 (or 110% of the public offering price per Firm Share)_____. The Underwriter’s Warrants Underwriter Warrant Agreements and the Ordinary Shares shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Underwriters’ Securities.” The Underwriter Each of the Underwriters understands and agrees that there are significant restrictions pursuant to FINRA Financial Industry Regulatory Authority (“FINRA”) Rule 5110 against transferring the Underwriter’s Warrants Underwriter Warrant Agreements and the underlying Shares shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrantsits Underwriter Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Representative (and/or their its designees) on the Closing Date for an aggregate purchase price of $100.00 one or more warrants (the “Underwriter’s Warrants”) five-year warrants for the purchase of a number an aggregate of Ordinary Shares [___] shares of Common Stock (which is equal to 5.0an aggregate of 6% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued Units included as Closing Securities sold in the Offering, ). The Underwriter’s Warrants shall be issuable pursuant to a warrant the Underwriter’s Warrant in the form attached hereto as Exhibit BC (the “Underwriter’s Warrant”) and exercisable, in whole or in part, commencing on a date which is one hundred eighty days from the commencement of sales of the Closing Securities in connection with the Offering and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $0.264 (or [__], which is equal to 110% of the public offering price per Firm Share)of each Closing Unit. The Underwriter’s Warrants Warrant and the Ordinary Shares shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant and the underlying Shares shares of Common Stock during the one hundred eighty (180) days after from the Effective Date commencement of sales of the Closing Securities in connection with the Offering and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following from the Effective Date commencement of sales of the Closing Securities in connection with the Offering to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterRepresentative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on each Closing Date, and Option Closing Date, respectively, non-redeemable warrants to purchase an amount equal to five and one-half (5.5%) percent of the Closing Date aggregate number of the Placement Shares sold in the Offering and the Over-Subscription Shares (collectively the “Underwriter’s Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering), pursuant to a warrant the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit BA. The Underwriter Warrants will be exercisable commencing one hundred eighty (180) days after the Closing of the Offering and until the fifth anniversary of the effective date of the Offering, at an initial exercise price per share of $0.264 (or 110[____], which is equal to 120% of the public offering price per Firm Share)Purchase Price. The Underwriter’s Warrants Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Ordinary Shares Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and shares of common stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant Agreement and the underlying Shares shares of common stock during the one hundred eighty (180) days after immediately following the Effective Date commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the offering to anyone other than (i) the Underwriter an underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on each Closing Date, warrants to purchase such number of ordinary shares of the Closing Date Company equal to five percent (5%) of the aggregate number of the Placement Shares sold in the offering (collectively “Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after the Effective Date of the Registration Statement and expiring on the five-year anniversary of the Effective Date at an initial exercise price per ordinary share of $0.264 (or 110_____, which is equal to 120% of the public offering price per Firm Share)Purchase Price. The Underwriter’s Warrants Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Ordinary Shares Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant Agreement and the underlying Shares ordinary shares during the one hundred eighty (180) days after immediately following the Effective Date commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the offering to anyone other than (i) the Underwriter an underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on each Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Common Stocks equal to 10% of the Offered Securities sold on such Closing Date (“Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant, pursuant to a warrant in the form attached hereto as Exhibit B, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the effectiveness of the Offering at an initial exercise price of $0.264 equal to 120% the Per Share Price (or 110% as defined below) of the public offering price per Firm Share)Offered Securities. The Underwriter’s Warrants and the Ordinary Shares issuable upon Warrant shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant and the underlying Shares Common Stocks (such shares, the “Warrant Shares”) during the one hundred eighty (180) days after following the Effective Date commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant or the Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date of commencement of sales of the Offering to anyone other than (i) the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the applicable Underwriter’s Warrants shall be made on the corresponding Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictionsmay request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the a Closing Date (“Underwriter’s Warrants”Date, as defined in Section 3(c) five-year warrants for the herein, a warrant to purchase of a number of Ordinary Shares equal to 5.05% of the number of Underwritten Units (including the Firm Shares over-allotment option) on Closing Date (or Pre-Funded Warrants) and Option Shares issued in the Offering“Underwriter’s Warrant”). The Underwriter’s Warrant, pursuant to a warrant in the form attached hereto as Exhibit B, shall be exercisable, in whole or in part, commencing nine (9) months from the date of listing and expiring on the third anniversary from the effectiveness of the Offering at an initial exercise price of $0.264 (or 110equal to 100% of the public offering price per Firm Share)Per Unit Price (as defined below) of the Offered Securities. The Underwriter’s Warrants and the Ordinary Shares issuable upon Warrant shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant and the underlying Ordinary Shares during the one hundred eighty (180) days after following the Effective Date date of effectiveness or commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date following the date of effectiveness or commencement of sales of the Offering to anyone other than (i) the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter; ’s Warrants shall be made on a Closing Date and only if any shall be issued in the name or names and in such transferee agrees to authorized denominations as the foregoing lock-up restrictionsUnderwriter may request.

Underwriter’s Warrants. The On the Firm Closing Date (which term is defined in paragraph 3.4, below) the Company hereby agrees to will issue and sell to the Underwriter (and/or their designees) on Underwriter, at an aggregate price of $100, the Closing Date (“Underwriter’s Warrants”) five-year warrants 's Warrants for the purchase of a number 170,000 shares of Ordinary Shares Common Stock (which is equal to 5.05% of the total number of the securities comprising the Firm Shares (or Pre-Funded Warrants) and Option Shares issued Units sold in the Offering, pursuant to a warrant in the form attached hereto as Exhibit B), at an initial exercise price of $0.264 5.70 per Share (or 110120% of the public offering price per Firm ShareOffering Price). The Underwriter’s 's Warrants and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants and the underlying Shares shall be exercisable during the period commencing one hundred eighty (180) days year and ending five years after the Effective Date Date. The Underwriter's Unit Warrants shall contain the terms and provisions hereinbelow more fully described and as set forth more particularly therein, including, but not limited to, provisions protecting the holder(s) against dilution by its acceptance thereof reason of stock dividends, stock splits, combinations, recapitalization, mergers and consolidations or otherwise (which antidilution rights shall agree that it will not sellbe no more favorable to the Underwriter than such rights set forth in the Warrants included in the Units sold to the public), provisions relating to registration rights (both on demand and, until the seventh anniversary of the Effective Date, unlimited "piggy back" registration rights) with respect to the shares of Common Stock included within the Underwriter's Warrants, and such other terms as are agreed upon by the Company and the Underwriter. As further provided therein, no transfer, assign, pledge assignment or hypothecate the Underwriter’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate hypothecation of the Underwriter; 's Warrants (or of any of the shares of Common Stock subject thereto) shall be made except to certain directors, officers, and only if any such transferee agrees employees and shareholders of the Underwriter after one year from the Effective Date. The Underwriter's Warrants shall be issued and sold to the foregoing lock-up restrictionsUnderwriter as an additional underwriting fee. The Company shall not be obligated to issue the Underwriter's Warrants until the Firm Units have been issued, sold and paid for as herein provided.

Underwriter’s Warrants. The In addition to the Selling Commission, on the Closing Date and Additional Closing Date, the Company hereby agrees to shall issue and sell to the Underwriter (and/or underwriters or their designees) on the Closing Date (“Underwriter’s Warrants”) five-year designees warrants for the to purchase of a an aggregate number of Ordinary Shares shares of our Common Stock equal to 5.08.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares shares of Common Stock issued in this initial public offering (excluding shares of Common Stock sold to cover over-allotments, if any), at an exercise price per share equal to 125% of the Offeringinitial public offering price (the “Underwriters’ Warrants”). Pursuant to the Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriter’s Warrant Agreement”), the Underwriters’ Warrants and the underlying shares of Common Stock will not be exercised exercise, sold, transferred, assigned, or hypothecated or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Underwriters’ Warrants by any person for a period of 180 days from the closing date of the offering in accordance with FINRA Rule 5110. The Underwriters’ Warrants will be exercisable, in whole or in part, commencing 180 days after the Closing Date or Additional Closing Date as the case may be, after it is issued (the “Commencement Date”) and expiring on the five-year anniversary of the Issue Date at an initial exercise price per share of $0.264 Common Stock equal to one hundred twenty-five percent (or 110% 125.0%) of the public offering price per Firm Share)Purchase Price of the Shares in the Offering. The Underwriter’s Warrants Warrant Agreement and the Ordinary Underwriter Warrant Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter Each of the Underwriters understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants and the underlying Shares Securities during the one hundred eighty (180) days after the Effective Issue Date and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Issue Date to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriter’s Warrants. The In addition to the Selling Commission, on the Closing Date and Additional Closing Date, the Company hereby agrees to shall issue and sell to the Underwriter (and/or Underwriters or their designees) on the Closing Date (“Underwriter’s Warrants”) five-year designees warrants for the to purchase of a an aggregate number of Ordinary Shares shares of our Common Stock equal to 5.08.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares shares of Common Stock issued in the OfferingOffering (excluding shares of Common Stock sold to cover over-allotments, pursuant if any), at an exercise price per share equal to a warrant 125% of the initial public offering price (the “Underwriters’ Warrants”). Pursuant to the Underwriter’s Warrant agreement, in the form attached hereto as Exhibit BA (the “Underwriter’s Warrant Agreement”), the Underwriters’ Warrants and the underlying shares of Common Stock will not be exercised exercise, sold, transferred, assigned, or hypothecated or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Underwriters’ Warrants by any person for a period of 180 days from the closing date of the Offering in accordance with FINRA Rule 5110. The Underwriters’ Warrants will be exercisable, in whole or in part, commencing 180 days after the Closing Date or Additional Closing Date, as the case may be, after the Effective Date, and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of $0.264 Common Stock equal to one hundred twenty-five percent (or 110% 125.0%) of the public offering price per Firm Share)Purchase Price of the Shares in the Offering. The Underwriter’s Warrants Warrant Agreement and the Ordinary Underwriter Warrant Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter Each of the Underwriters understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants and the underlying Shares Securities during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the Closing Date Date, warrants to purchase such number of ordinary shares of the Company equal to six and one half percent (6.5%) of the aggregate number of the Placement Shares sold in the offering (collectively “Underwriter’s Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a Closing Date and expiring on the five-year anniversary of the Effective Date of the Registration Statement (as defined in Section 2.1.1 below) at an initial exercise price of $0.264 (or 110% of the public offering price per Firm Share)5.00. The Underwriter’s Warrants Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Ordinary Shares Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants and the underlying Shares ordinary shares during the one hundred eighty (180) days after immediately following the Effective Date commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrants, or any portion thereof, or let the Underwriter’s Warrants be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the offering to anyone other than (i) the Underwriter acceptable persons set forth in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the UnderwriterFINRA Rule 5110(g)(2)(A); and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The In addition to the Selling Commission, on the Closing Date and Additional Closing Date, the Company hereby agrees to shall issue and sell to the Underwriter Representative (and/or their its designees) on the Closing Date for $10.00 a warrant (“Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a an aggregate number of Ordinary Shares shares of Common Stock of the Company (the “Underwriter Warrant Shares”) equal to 5.0% three percent (3.0%) of the number Shares sold in that Closing. Pursuant to the terms and conditions of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the OfferingUnderwriter’s Warrant, pursuant to a warrant in the form attached hereto as Exhibit BA, the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (180) days after the Closing Date or Additional Closing Date, as the case may be, after it is issued (the “Commencement Date”) and expiring on the five-year anniversary of the Effective Date of the Registration Statement at an initial exercise price per share of $0.264 Common Stock equal to one hundred twenty-five percent (or 110% 125.0%) of the public offering price per Firm Share)Purchase Price of the Shares in the Offering. The Underwriter’s Warrants Warrant and the Ordinary Underwriter Warrant Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter Each of the Underwriters understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 5110(g) against transferring the Underwriter’s Warrants and the underlying Shares Securities during the one hundred eighty (180) days after immediately following the Effective Date and or the commencement of sales of the Shares, subject to certain limited exceptions pursuant to FINRA Rule 5110(g)(2), and, accordingly, by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date or commencement of sales of the Shares to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions during such 180-day period.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on each Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Common Stocks equal to 5% of the Offered Securities sold on such Closing Date (“Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant, pursuant to a warrant in the form attached hereto as Exhibit B, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the effectiveness of the Offering at an initial exercise price of $0.264 equal to 120% the Per Share Price (or 110% as defined below) of the public offering price per Firm Share)Offered Securities. The Underwriter’s Warrants and the Ordinary Shares issuable upon Warrant shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant and the underlying Shares Common Stocks (such shares, the “Warrant Shares”) during the one hundred eighty (180) days after following the Effective Date commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant or the Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date of commencement of sales of the Offering to anyone other than (i) the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the applicable Underwriter’s Warrants shall be made on the corresponding Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictionsmay request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the each Closing Date (“Underwriter’s Warrants”Date, as defined in Section 3(c) five-year warrants for the herein, a warrant to purchase of a number of Ordinary Shares equal to 5.05% of the number of the Firm Shares Offered Securities sold on such Closing Date (or Pre-Funded Warrants) and Option Shares issued in the Offering“Underwriter’s Warrant”). The Underwriter’s Warrant, pursuant to a warrant in the form attached hereto as Exhibit B, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the effectiveness of the Offering at an initial exercise price of $0.264 equal to 125% the Per Share Price (or 110% as defined below) of the public offering price per Firm Share)Offered Securities. The Underwriter’s Warrants and the Ordinary Shares issuable upon Warrant shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant and the underlying Ordinary Shares (such shares, the “Warrant Shares”) during the one hundred eighty (180) days after following the Effective Date date of effectiveness or commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant or the Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date of commencement of sales of the Offering to anyone other than (i) the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the applicable Underwriter’s Warrants shall be made on the corresponding Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictionsmay request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the Closing Date (“Underwriter’s Warrants”) five-year warrants for the to purchase of a such number of Ordinary Shares ordinary shares of the Company equal to 5.07% of the number of gross payment amount to be disbursed to the Firm Shares Company on Closing Date for the Securities divided by the Purchase Price (or Pre-Funded Warrants) and Option Shares issued in the Offering“Underwriters’ Warrant”). The Underwriters’ Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the 181st day from the effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price per ordinary share of $0.264 (or 1105.00, which is equal to 100% of the public offering price per Firm Share)Purchase Price of the Securities. The Underwriter’s Warrants Underwriters’ Warrant shall include a “cashless” exercise feature, and shall contain provisions for “piggyback” registration rights until expiration or until the Ordinary Shares issuable upon exercise thereof shares underlying the warrants are hereinafter referred eligible for resale pursuant to together as the “Underwriter’s Securities.” an exemption from registration. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Underwriters’ Warrant Agreement and the underlying Shares ordinary shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsUnderwriters’ Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter an underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The On the Closing Date, the Company hereby agrees to shall issue and sell to the Underwriter Representative (and/or their its designees) on ), warrants, in the Closing Date form Exhibit C attached hereto (the “Underwriter’s Warrants”) five-year warrants ), for the purchase of a number up to an aggregate of Ordinary Shares [______] shares of Common Stock (which is equal to 5.0an aggregate of 7% of the number Closing Shares sold on the Closing Date), (and, in the event that the Underwriters exercise the over-allotment option, on each Option Closing Date, the Company shall issue to the Representative (and/or its designees) Underwriter’s Warrants for the purchase of up to 7% of the Firm Option Shares sold on the Option Closing Date (up to an aggregate of [_______] shares of Common Stock if such over-allotment option is exercised in full), which Underwriter’s Warrants shall be registered in the name or Pre-Funded Warrantsnames, and shall be in such denominations, as the Representative may request at least one (1) business day before the Closing Date and Option Closing Date, if any. The shares of Common Stock underlying the Underwriter’s Warrants are referred to herein as the “Underwriter’s Warrant Shares.” The Underwriter’s Warrants shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (180) days from the commencement of sales of the Closing Shares issued in and Option Shares, as applicable, and expiring on the Offering, pursuant to a warrant in three-year anniversary of the form attached hereto as Exhibit B, Effective Date at an initial exercise price per share of Common Stock of $0.264 (or 110% of ____, which is equal to the public offering price per Firm Share)Closing Purchase Price. The Underwriter’s Warrants Representative understand and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees agree that there are significant lock-up restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants and the underlying Underwriter’s Warrant Shares during the one hundred eighty (180) days after from the Effective Date commencement of sales of the Closing Shares and Option Shares, as applicable, and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrants, or any portion thereof, or have such securities be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following from the Effective Date commencement of sales of the Closing Shares or Option Shares, as applicable, to anyone other than except (i) by operation of law or by reason of reorganization of the Company; (ii) to the Representative or any Underwriter or FINRA member firm participating in the Offering, and the respective officers, partners, registered persons or affiliates thereof, if all such securities so transferred remain subject to the lock-up restriction in this Section 4(f) for the remainder of such time period, (iii) if the aggregate amount of securities of the Company held by the Representative or participating FINRA member firm do not exceed 1% of the Company’s securities being offered in connection with the Offeringoffering of Closing Shares, (iv) such securities are beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating FINRA member manages or otherwise directs investments by the fund, and participating FINRA members in the aggregate do not own more than 10% of the equity in the fund, (v) of an issuer that meets the registration requirements of Commission Forms S-3, F-3 or F-10, (vi) if such securities are considered non-convertible or non-exchangeable debt securities acquired in a transaction related to the offering and sale of the Closing Shares, (vii) if such securities are considered derivative instruments acquired in connection with a hedging transaction related to the offering and sale of the Securities and at a fair price, (viii) such securities were acquired in a transaction meeting the requirements of FINRA Rule 5110(d), (ix) such securities were received as underwriting compensation, and are registered and sold as part of a firm commitment offering, (x) such securities are “actively-traded” (as defined in Rule 101(c)(1) of Regulation M promulgated by the Commission), (xi) such securities are transferred or sold back to the Company in a transaction exempt from registration with the Commission, or (iixii) an officer, partner, registered person or affiliate the exercise of the Underwriter; ’s Warrants, if such warrants and only if any such transferee agrees the Underwriter’s Warrant Shares remain subject to the foregoing lock-up restrictionsrestriction in this Section 2.3(a) for the remainder of such time period.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the Closing Date (“Underwriter’s Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% seven percent (7%) of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued Offering Amount sold in the Offeringoffering (“Underwriter’s Warrant”). The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing from the effective date of the Registration Statement (the “Effective Date”) and expiring on the fifth-year anniversary thereof at an initial exercise price per ordinary share of $0.264 (or 1105.00, which is equal to 100% of the public offering price per Firm Share)Purchase Price. The Underwriter’s Warrants Warrant shall include a “cashless” exercise feature, and shall contain provisions for “piggyback” registration rights until expiration. Such “piggyback” registration rights shall be subject to FINRA Rule 5110(f)(2)(G)(v) and shall not have duration of more than five years from the Ordinary Shares date of effectiveness of the registration statement. The Underwriter’s Warrant and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant Agreement and the underlying Shares ordinary shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter an underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the Closing Date Date, a warrant to purchase a number of shares of Common Stock equal to 4% of the total number of Firm Shares sold pursuant to the Offering (“Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BC (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing 180 days from the Closing Date (the “Effective Date”) and expiring on the 4.5-year anniversary thereof at an initial exercise price of $0.264 (or 0.495 per share, which is equal to 110% of the public offering purchase price per of the Firm Share)Shares. The Underwriter’s Warrants Warrant shall provide for registration rights (including a one-time demand registration right and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” unlimited piggyback registrations rights) and customary anti-dilution provisions (for stock dividends, splits and recapitalizations) consistent with FINRA Rule 5110. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant and the underlying Shares shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Representative (and/or their its designees) on the Closing Date [for an aggregate purchase price of $100.00] one or more warrants (the “Underwriter’s Warrants”) five-year warrants for the purchase of a number an aggregate of Ordinary Shares [___] shares of Common Stock (which is equal to 5.0an aggregate of 6% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued Units included as Closing Securities sold in the Offering, ). The Underwriter’s Warrants shall be issuable pursuant to a warrant the Underwriter’s Warrant in the form attached hereto as Exhibit BC (the “Underwriter’s Warrant”) and exercisable, in whole or in part, commencing on a date which is one hundred eighty days from the commencement of sales of the Closing Securities in connection with the Offering and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $0.264 (or [__], which is equal to 110% of the public offering price per Firm Share)of each Closing Unit. The Underwriter’s Warrants Warrant and the Ordinary Shares shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant and the underlying Shares shares of Common Stock during the one hundred eighty (180) days after from the Effective Date commencement of sales of the Closing Securities in connection with the Offering and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following from the Effective Date commencement of sales of the Closing Securities in connection with the Offering to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterRepresentative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the a Closing Date or Option Closing Date, as applicable, a warrant to purchase a number of Shares equal to 6% of the gross payment amount to be disbursed to the Company on a Closing Date or Option Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price of $0.264 (or 11010.625 per share, which is equal to 125% of the public offering price per Firm Share)Purchase Price of the Offered Securities. The Underwriter’s Warrants and the Ordinary Shares issuable upon Warrant shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Underwriters’ Warrant and the underlying Shares shares of common stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter an underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The On the First Closing Date, the Company hereby agrees will issue to issue and sell to certain of the Underwriter Underwriters (and/or their designees) on the Closing Date (“Underwriter’s Warrants”) five-year warrants for the to purchase of a that number of Ordinary Shares shares of Common Stock equal to 5.0% of the number three percent (3%) of the Firm Shares (or Pre-Funded Warrantsadjusted upward to the nearest whole share). On the Second Closing Date, the Company will issue to certain of the Underwriters (and/or their designees) and additional warrants to purchase that number of shares of Common Stock equal to three percent (3%) of the Option Shares issued in (adjusted upward to the Offering, nearest whole share) elected to be purchased by the Underwriters pursuant to a warrant Section 3. The warrants to be issued to certain of the Underwriters on the First Closing Date and Second Closing Date pursuant to this Section 3(d) are herein collectively referred to as the “Underwriters’ Warrants.” The Underwriters’ Warrants shall be in the form of Exhibit B attached hereto as Exhibit B, at hereto. The Underwriters’ Warrants shall have an initial exercise price of per share equal to $0.264 (or 110% [ • ] per Share. The Underwriters’ Warrants will be exercisable beginning six months after the date of the public offering price per Firm ShareClosing until the fifth anniversary of the Effective Date (as defined below). The Underwriter’s Warrants Underwriters understand and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrants and the underlying Shares shares of Common Stock during the one hundred eighty (180) days after the effective date of the Registration Statement (the “Effective Date Date”) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offeringoffering contemplated hereby, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the Closing Date Date, warrants to purchase such number of ordinary shares of the Company equal to six and one half percent (6.5%) of the aggregate number of the Placement Shares sold in the offering (collectively “Underwriter’s Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA and Exhibit B (collectively the “Underwriter’s Warrant Agreements”) shall be exercisable, in whole or in part, commencing on a Closing Date and expiring on the five-year anniversary of the Effective Date of the Registration Statement (as defined in Section 2.1.1 below). For funds raised at an initial exercise the Minimum Amount, the Company will issue to the Underwriter a warrant to purchase up to 78,000 shares (6.5% of the 1,200,000 shares sold at the Minimum Amount) at a strike price of $0.264 5.00 per share (or 100% of the offering price). For any amount raised above the Minimum Amount, the Company will issue to the Underwriter a second warrant to purchase up to 6.5% of the number of shares sold beyond the Minimum Amount at a strike price of $5.50 per share (110% of the public offering price). For example, if the Maximum Amount is raised, the second warrant will be able to purchase up to 182,000 shares (6.5% of the 2,800,000 shares sold above the Minimum Amount) at a strike price of $5.50 per Firm Share)share. The Underwriter’s Warrants shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Ordinary Shares Underwriter’s Warrant Agreements. The Underwriter’s Warrant Agreements and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants and the underlying Shares ordinary shares during the one hundred eighty (180) days after immediately following the Effective Date commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrants, or any portion thereof, or let the Underwriter’s Warrants be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the offering to anyone other than (i) the Underwriter acceptable persons set forth in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the UnderwriterFINRA Rule 5110(g)(2)(A); and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreements shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the each Closing Date (“Underwriter’s Warrants”Date, as defined in Section 3(c) five-year warrants for the herein, a warrant to purchase of a number of Ordinary Shares equal to 5.05% of the number of the Firm Underwritten Shares sold on such Closing Date (or Pre-Funded Warrants) and Option Shares issued in the Offering“Underwriter’s Warrant”). The Underwriter’s Warrant, pursuant to a warrant in the form attached hereto as Exhibit B, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the effectiveness of the Offering at an initial exercise price of $0.264 equal to 125% the Per Share Price (or 110% as defined below) of the public offering price per Firm Share)Underwritten Shares . The Underwriter’s Warrants and the Ordinary Shares issuable upon Warrant shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant and the underlying Ordinary Shares (such shares, the “Warrant Shares”) during the one hundred eighty (180) days after following the Effective Date date of effectiveness or commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant or the Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date of commencement of sales of the Offering to anyone other than (i) the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the applicable Underwriter’s Warrants shall be made on the corresponding Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictionsmay request.

Underwriter’s Warrants. The In addition to the Selling Commission, on each Closing Date, the Company hereby agrees to shall issue and sell to the Underwriter (and/or their its designees) on the Closing Date for $10.00 a warrant (“Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a an aggregate number of Ordinary Shares shares of Common Stock of the Company equal to 5.0% seven percent (7.0%) of the number Securities sold in that Closing, for an aggregate purchase price of $10.00. Pursuant to the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the OfferingUnderwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BB (the “Underwriter’s Warrant Agreement”), the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (180) days after the Closing Date it is issued and expiring on the five-year anniversary of the Closing Date it is issued at an initial exercise price per share of $0.264 Common Stock equal to one hundred twenty-five percent (or 110% 125.0%) of the public offering price per Firm Share)Purchase Price of the Securities in the Offering. The Underwriter’s Warrants Warrant Agreement and the Ordinary Shares shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant Agreement and the underlying Shares shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the a Closing Date or Option Closing Date (as defined below), as applicable, a warrant to purchase a number of Units equal to 8% of the gross payment amount to be disbursed to the Company on a Closing Date or Option Closing Date for the Base Securities divided by the Purchase Price (“Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price of $0.264 (or [ ] per Unit, which is equal to 110% of the public offering price per Firm Share)Purchase Price of the Offered Securities. The Underwriter’s Warrants Warrant shall include a “cashless” exercise feature and shall include a provision for “piggy-back” registration rights until expiration or until the Ordinary Shares issuable upon exercise thereof shares underlying the warrant are hereinafter referred eligible for resale pursuant to together as the “Underwriter’s Securities.” an exemption from registration. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Underwriters’ Warrant Agreement and the underlying Shares common shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter an underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the a Closing Date (“Underwriter’s Warrants”Date, as defined in Section 3(c) five-year warrants for the herein, a warrant to purchase of a number of Ordinary Shares equal to 5.05% of the number of Underwritten Units (including the Firm Shares over-allotment option) on Closing Date (or Pre-Funded Warrants) and Option Shares issued in the Offering“Underwriter’s Warrant”). The Underwriter’s Warrant, pursuant to a warrant in the form attached hereto as Exhibit B, shall be exercisable, in whole or in part, commencing nine (9) months from the date of effectiveness of the Registration Statement and and expiring on the third anniversary from the exercisable date at an initial exercise price of $0.264 (or 110equal to 100% of the public offering price per Firm Share)Per Unit Price (as defined below) of the Offered Securities. The Underwriter’s Warrants and the Ordinary Shares issuable upon Warrant shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant and the underlying Ordinary Shares during the one hundred eighty (180) days after following the Effective Date date of effectiveness or commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date following the date of effectiveness or commencement of sales of the Offering to anyone other than (i) the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter; ’s Warrants shall be made on a Closing Date and only if any shall be issued in the name or names and in such transferee agrees to authorized denominations as the foregoing lock-up restrictionsUnderwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter its officers or directors an aggregate of up to __________ Underwriter's Warrants at a price of $.001 per Underwriters Warrant. Each Underwriters Warrant shall represent the Underwriter (and/or their designees) on right to purchase one Underwriters Share over a period of four years, commencing one year from the Closing Date (“Underwriter’s Warrants”) five-year warrants for effective date of the purchase of a number of Ordinary Shares equal to 5.0offering, at 120% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering, pursuant to a warrant offering price per share. The Underwriter's Warrants shall be evidenced by certificates in the form attached hereto and containing the terms and conditions as Exhibit Bset forth in the exhibits to the Registration Statement, at an initial exercise price of $0.264 (or 110% of the public offering price per Firm Share). The Underwriter’s Warrants and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees which provide among other things that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s 's Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sellbe restricted from sale, transfer, assign, pledge assignment or hypothecate the Underwriter’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities hypothecation for a period of one hundred eighty (180) days following year from the Effective Date effective date of the offering except to anyone other than (i) officers or directors of the Underwriter and members of the selling group and/or their officers or partners. The Underwriter's Warrant certificates shall be delivered in connection with such denominations and in such names as may be requested by Underwriter or in the Offeringabsence of such request, or (ii) an officerthen in denominations of 1,000 Warrants per Underwriter's Warrant certificate. In addition, partner, registered person or affiliate the Company agrees to reserve against the exercise of the Underwriter; and only if any such transferee agrees 's Warrants the number of shares of its authorized but unissued shares of Common Stock equal to the foregoing lock-up restrictionsnumber of shares purchasable upon the exercise of the Underwriter's Warrants and upon the exercise of the warrants included in the Warrant Shares. Neither the Underwriters Warrant nor the Warrant Shares will be redeemable by the Company.

Underwriter’s Warrants. The On the First Closing Date, the Company hereby agrees will issue to issue and sell to certain of the Underwriter Underwriters (and/or their designees) on the Closing Date (“Underwriter’s Warrants”) five-year warrants for the to purchase of a that number of Ordinary Shares shares of Common Stock equal to 5.0% of the number three percent (3%) of the Firm Shares (or Pre-Funded Warrantsadjusted upward to the nearest whole share). On the Second Closing Date, the Company will issue to certain of the Underwriters (and/or their designees) and additional warrants to purchase that number of shares of Common Stock equal to three percent (3%) of the Option Shares issued in (adjusted upward to the Offering, nearest whole share) elected to be purchased by the Underwriters pursuant to a warrant Section 3. The warrants to be issued to certain of the Underwriters on the First Closing Date and Second Closing Date pursuant to this Section 3(d) are herein collectively referred to as the “Underwriters’ Warrants.” The Underwriters’ Warrants shall be in the form of Exhibit B attached hereto as Exhibit B, at hereto. The Underwriters’ Warrants shall have an initial exercise price of per share equal to $0.264 (or 110% 2.75 per Share. The Underwriters’ Warrants will be exercisable beginning six months after the date of the public offering price per Firm ShareClosing until the fifth anniversary of the Effective Date (as defined below). The Underwriter’s Warrants Underwriters understand and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrants and the underlying Shares shares of Common Stock during the one hundred eighty (180) days after the effective date of the Registration Statement (the “Effective Date Date”) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offeringoffering contemplated hereby, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriter’s Warrants. The On the Closing Date, the Company hereby agrees to shall issue and sell to the Underwriter Representative (and/or their its designees) on ), warrants, in the Closing Date form Exhibit B attached hereto (the “Underwriter’s Warrants”) five-year warrants ), for the purchase of a number up to an aggregate of Ordinary Shares 56,000 shares of Common Stock (which is equal to 5.0an aggregate of 7% of the number Closing Shares sold on the Closing Date), which Underwriter’s Warrants shall be registered in the name or names, and shall be in such denominations as the Representative may request at least one (1) business day before the Closing Date. The shares of Common Stock underlying the Underwriter’s Warrants are referred to herein as the “Underwriter’s Warrant Shares.” The Underwriter’s Warrants shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (180) days from the commencement of sales of the Firm Shares (or PreClosing Shares, and expiring on the three-Funded Warrants) and Option Shares issued in year anniversary of the Offering, pursuant to a warrant in the form attached hereto as Exhibit B, Effective Date at an initial exercise price per share of Common Stock of $0.264 (or 110% of 5.00, which is equal to the per Share Closing public offering price per Firm Share)price. The Underwriter’s Warrants and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter Representative understands and agrees that there are significant lock-up restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants and the underlying Underwriter’s Warrant Shares during the one hundred eighty (180) days after from the Effective Date commencement of sales of the Closing Shares, and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrants, or any portion thereof, or have such securities be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following from the Effective Date commencement of sales of the Closing Shares to anyone other than except (i) by operation of law or by reason of reorganization of the Company; (ii) to the Representative or any Underwriter or FINRA member firm participating in the Offering, and the respective officers, partners, registered persons or affiliates thereof, if all such securities so transferred remain subject to the lock-up restriction in this Section 4(f) for the remainder of such time period, (iii) if the aggregate amount of securities of the Company held by the Representative or participating FINRA member firm do not exceed 1% of the Company’s securities being offered in connection with the Offeringoffering of Closing Shares, (iv) such securities are beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating FINRA member manages or otherwise directs investments by the fund, and participating FINRA members in the aggregate do not own more than 10% of the equity in the fund, (v) of an issuer that meets the registration requirements of Commission Forms S-3, F-3 or F-10, (vi) if such securities are considered non-convertible or non-exchangeable debt securities acquired in a transaction related to the offering and sale of the Closing Shares, (vii) if such securities are considered derivative instruments acquired in connection with a hedging transaction related to the offering and sale of the Securities and at a fair price, (viii) such securities were acquired in a transaction meeting the requirements of FINRA Rule 5110(d), (ix) such securities were received as underwriting compensation, and are registered and sold as part of a firm commitment offering, (x) such securities are “actively-traded” (as defined in Rule 101(c)(1) of Regulation M promulgated by the Commission), (xi) such securities are transferred or sold back to the Company in a transaction exempt from registration with the Commission, or (iixii) an officer, partner, registered person or affiliate the exercise of the Underwriter; ’s Warrants, if such warrants and only if any such transferee agrees the Underwriter’s Warrant Shares remain subject to the foregoing lock-up restrictionsrestriction in this Section 2.3(a) for the remainder of such time period.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on each Closing Date, and Option Closing Date, respectively, warrants to purchase such number of Class A ordinary shares of the Closing Date Company equal to six percent (6%) of the aggregate number of the Placement Shares and Over-Subscription Shares sold in the offering (collectively “Underwriter’s Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a Closing Date and expiring on the two-and-a-half-year anniversary thereof at an initial exercise price of $0.264 (or 110% of the public offering price per Firm Share)[4.00]. The Underwriter’s Warrants Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Ordinary Shares Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and Class A ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant Agreement and the underlying Shares Class A ordinary shares during the one hundred eighty (180) days after immediately following the Effective Date commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the offering to anyone other than (i) the Underwriter an underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on a Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of ordinary shares equal to 6.5% of the gross proceeds on a Closing Date for the Underwritten Shares divided by the Purchase Price (“Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant, pursuant to a warrant in the form attached hereto as Exhibit BA, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the effective date of the Offering (the “Effective Date”) at an initial exercise price of $0.264 (or 110% equal to the Purchase Price of the public offering price per Firm Share)Underwritten Shares. The Underwriter’s Warrants and the Ordinary Shares issuable upon Warrant shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant and the underlying Ordinary Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter; ’s Warrant shall be made on a Closing Date and only if any shall be issued in the name or names and in such transferee agrees to authorized denominations as the foregoing lock-up restrictionsUnderwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Representative (and/or their its designees) on the Closing Date an option (“UnderwriterRepresentative’s WarrantsWarrant”) five-year warrants for the purchase of a number an aggregate of Ordinary Shares equal to 5.095,000 shares of Common Stock, representing 5% of the number Shares, for an aggregate purchase price of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering$100.00. The Representative’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is 181 days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $0.264 (or 1100.7375, which is equal to 125% of the public offering price per Firm Share)Purchase Price. The UnderwriterRepresentative’s Warrants Warrant Agreement and the Ordinary Shares shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrants Warrant Agreement and the underlying Shares shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterRepresentative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Representative’s Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the Closing Date warrants (the “Underwriter’s Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering), pursuant to a warrant in the form attached hereto as Exhibit BIII, for the purchase of an aggregate of 900,936 shares of Common Stock, with each Underwriter’s Warrant exercisable at an initial a price equal to 125% of the exercise price of $0.264 (or 110% of the public offering price per Firm Share)Warrants sold pursuant to this Agreement. The Underwriter’s Warrants Warrant and the Ordinary Shares shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants and the underlying Shares shares of Common Stock issuable upon exercise thereof following the effective date of the Initial Registration Statement. Thus, the Underwriter hereby agrees that during the one hundred eighty six (1806) days after month period following the Effective Date and by its acceptance thereof shall agree that it will not sellClosing Date, transfer, assign, pledge or hypothecate neither the Underwriter’s WarrantsWarrants nor any shares of Common Stock issuable upon exercise thereof shall be sold, transferred, assigned, pledged or any portion thereofhypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such the securities by any person for a period of one hundred eighty (180) 180 days immediately following the Effective Date to anyone Date, other than (i) the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate transfer of any such security as permitted by FINRA rules. Delivery of the Underwriter; ’s Warrants shall be made on the Closing Date and only if any shall be issued in the name or names and in such transferee agrees to authorized denominations as the foregoing lock-up restrictionsUnderwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Underwriters (and/or their designees) on the Closing Date or the Option Closing Date, as applicable, warrants to purchase such number of common shares of the Company equal to five percent (5%) of the gross payment amount to be disbursed to the Company on the Closing Date or the Option Closing Date, as applicable, for the Shares, divided by the purchase price of the Shares (collectively, the “Underwriter’s Underwriters’ Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded ). The Underwriters’ Warrants) and Option Shares issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit BA, shall be exercisable, in whole or in part, commencing one (1) year from the effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary of the Effective Date at an initial exercise price per common share of $0.264 (or 1105.00, which is equal to 125% of the public offering purchase price per Firm Share)of the Shares. The Underwriter’s Underwriters’ Warrants shall include a “cashless” exercise feature and shall include a provision for unlimited “piggy-back” registration rights until expiration or until the Ordinary Shares issuable upon exercise thereof shares underlying the warrant are hereinafter referred eligible for resale pursuant to together as the “Underwriter’s Securities.” an exemption from registration and a one time demand registration right. The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrants and the underlying Shares common shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter in connection with the Offeringan Underwriter, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriters; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrants shall be made on the Closing Date or the Option Closing Date, as applicable, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the Closing Date (“Underwriter’s Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% seven percent (7%) of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued Offering Amount sold in the Offeringoffering (“Underwriter’s Warrant”). The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing from the effective date of the Registration Statement (the “Effective Date”) and expiring on the fifth-year anniversary thereof at an initial exercise price per ordinary share of $0.264 (or 1105.00, which is equal to 100% of the public offering price per Firm Share)Purchase Price. The Underwriter’s Warrants Warrant shall include a “cashless” exercise feature, and the Ordinary Shares shall contain provisions for unlimited “piggyback” registration rights until expiration. The Underwriter’s Warrant and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant Agreement and the underlying Shares ordinary shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter an underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on each Closing Date, and Option Closing Date, respectively, non-redeemable warrants to purchase an amount equal to five and one-half (5.5%) percent of the Closing Date aggregate number of the Placement Shares sold in the Offering and the Over-Subscription Shares (collectively the “Underwriter’s Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering), pursuant to a warrant the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit BA. The Underwriter Warrants will be exercisable commencing one hundred eighty (180) days after the commencement of sales of the Offering and until the fifth anniversary of the effective date of the Offering, at an initial exercise price per share of $0.264 (or 110[____], which is equal to 120% of the public offering price per Firm Share)Purchase Price. The Underwriter’s Warrants Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Ordinary Shares Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and shares of common stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant Agreement and the underlying Shares shares of common stock during the one hundred eighty (180) days after immediately following the Effective Date commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the offering to anyone other than (i) the Underwriter an underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Underwriters (and/or their designees) on the Closing Date or the Option Closing Date, as applicable, warrants to purchase 568,000 shares of Common Stock (collectively, the “Underwriter’s Underwriters’ Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded ). The Underwriters’ Warrants) and Option Shares issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit BA, shall be exercisable, in whole or in part, commencing on the effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price per share of $0.264 (or 1100.625, which is equal to 125% of the public offering purchase price per Firm Share)of the Shares. The Underwriter’s Underwriters’ Warrants shall include a “cashless” exercise feature and shall include a provision for “piggy-back” registration rights until expiration or until the Ordinary Shares issuable upon exercise thereof shares underlying the warrant are hereinafter referred eligible for resale pursuant to together as the “Underwriter’s Securities.” an exemption from registration. The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrants and the underlying Shares shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter in connection with the Offeringan Underwriter, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriters; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrants shall be made on the Closing Date or the Option Closing Date, as applicable, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Representative (and/or their its designees) on the Closing Date for an aggregate purchase price of $100.00 one or more warrants (the “Underwriter’s Warrants”) five-year warrants for the purchase of a number an aggregate of Ordinary Shares [●] shares of Common Stock (which is equal to 5.0an aggregate of 5% of the number shares of Common Stock and the Firm Shares (or Pre-Funded Warrants) and Option Warrant Shares issued included as Closing Securities sold in the Offering, ). The Underwriter’s Warrants shall be issuable pursuant to a warrant the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit BD (the “Underwriter’s Warrant Agreement”) and exercisable, in whole or in part, commencing on a date which is six months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $0.264 (or 110[●], which is equal to 120% of the public offering price per Firm of each Closing Share). The Underwriter’s Warrants Warrant Agreement and the Ordinary Shares shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant and the underlying Shares shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterRepresentative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on a Closing Date, a warrant to purchase a number of shares of Common Stock equal to 3% of the Closing Date total number of Shares sold pursuant to the Offering (“Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing one-year from the effective date of the Supplement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price of $0.264 (or 1100.875 per share of Common Stock, which is equal to 125% of the public offering price per Firm Share)Purchase Price of the Shares. The Underwriter’s Warrants and the Ordinary Shares issuable upon Warrant shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant and the shares of Common Stock underlying Shares such warrant (the “Warrant Shares”) during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) a selected dealer engaged by the Underwriter (a “Selected Dealer”) in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the Underwriter or of any such Selected Dealer. Delivery of the Underwriter; ’s Warrant Agreement shall be made on a Closing Date and only if any shall be issued in the name or names and in such transferee agrees to authorized denominations as the foregoing lock-up restrictionsUnderwriter may request.

Underwriter’s Warrants. The On the First Closing Date, the Company hereby agrees will issue to issue and sell to certain of the Underwriter Underwriters (and/or their designees) on the Closing Date (“Underwriter’s Warrants”) five-year warrants for the to purchase of a that number of Ordinary Shares shares of Common Stock equal to 5.0% of the number three percent (3%) of the Firm Shares (or Pre-Funded Warrantsadjusted upward to the nearest whole share). On the Second Closing Date, the Company will issue to certain of the Underwriters (and/or their designees) and additional warrants to purchase that number of shares of Common Stock equal to three percent (3%) of the Option Shares issued in (adjusted upward to the Offering, nearest whole share) elected to be purchased by the Underwriters pursuant to a warrant Section 2(a)(xlv). The warrants to be issued to certain of the Underwriters on the First Closing Date and Second Closing Date pursuant to this Section 2(a)(xlv)(d) are herein collectively referred to as the “Underwriters’ Warrants.” The Underwriters’ Warrants shall be in the form of Exhibit B attached hereto as Exhibit B, at hereto. The Underwriters’ Warrants shall have an initial exercise price of per share equal to $0.264 (or 110% [ · ] per Share. The Underwriters’ Warrants will be exercisable beginning six months after the date of the public offering price per Firm Share)Closing until the fifth anniversary of the date of the Closing. The Underwriter’s Warrants Underwriters understand and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrants and the underlying Shares shares of Common Stock during the one hundred eighty (180) days after the effective date of the Registration Statement (the “Effective Date Date”) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offeringoffering contemplated hereby, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriter’s Warrants. The In addition to the Selling Commission, on each Closing Date, the Company hereby agrees to shall issue and sell to the Underwriter (and/or their its designees) on the Closing Date for $10.00 a warrant (“Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a an aggregate number of Ordinary Shares shares of Common Stock of the Company equal to 5.0% six percent (6.0%) of the number of Securities sold in that Closing. Pursuant to the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the OfferingUnderwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BB (the “Underwriter’s Warrant Agreement”), the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (180) days after the Closing Date it is issued and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of $0.264 Common Stock equal to one hundred fifty percent (or 110% 150.0%) of the public offering price per Firm Share)Purchase Price of the Securities in the Offering. The Underwriter’s Warrants Warrant Agreement and the Ordinary Shares shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant Agreement and the underlying Shares shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the a Closing Date or Option Closing Date (as defined below), as applicable, a warrant to purchase a number of Units equal to 1% of the gross payment amount to be disbursed to the Company on a Closing Date or Option Closing Date for the Base Securities divided by the Purchase Price (“Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price of $0.264 (or 5.50 per Unit, which is equal to 110% of the public offering price per Firm Share)Purchase Price of the Offered Securities. The Underwriter’s Warrants Warrant shall include a “cashless” exercise feature and shall include a provision for “piggy-back” registration rights until expiration or until the Ordinary Shares issuable upon exercise thereof shares underlying the warrant are hereinafter referred eligible for resale pursuant to together as the “Underwriter’s Securities.” an exemption from registration. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Underwriters’ Warrant Agreement and the underlying Shares common shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter an underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Representative (and/or their its designees) on the Closing Date for an aggregate purchase price of $100.00 one or more warrants (the “Underwriter’s Warrants”) five-year warrants (i) for the purchase of a number an aggregate of Ordinary Shares 13,333 shares of Common Stock (which is equal to 5.0an aggregate of 1% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued Units included as Closing Securities sold in the Offering) and (ii) in the event that the Over-Allotment Option is exercised, for the purchase of an aggregate of 1% of the Units included as Option Securities sold on the Option Closing Date (up to an aggregate of 2,000 shares of Common Stock if the Over-Allotment Option is exercised in full). The Underwriter’s Warrants shall be issuable pursuant to a warrant the Underwriter’s Warrant in the form attached hereto as Exhibit BC (the “Underwriter’s Warrant”) and exercisable, in whole or in part, commencing on a date which is one hundred eighty days from the commencement of sales of the Closing Securities in connection with the Offering and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $0.264 (or 1107.50, which is equal to 125% of the public offering price per Firm Share)of each Closing Unit. The Underwriter’s Warrants and the Ordinary Shares shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter Representative understands and agrees that there are significant lock-up restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants and the underlying Shares shares of Common Stock during the one hundred eighty (180) days after from the Effective Date commencement of sales of the Closing Securities in connection with the Offering and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrants, or any portion thereof, or have such securities be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following from the Effective Date commencement of sales of the Closing Securities in connection with the Offering to anyone other than except (i) by operation of law or by reason of reorganization of the Underwriter Company; (ii) to the Representative or any underwriter or FINRA member firm participating in the Offering, and the respective officers, partners, registered persons or affiliates thereof, if all such securities so transferred remain subject to the lock-up restriction in this Section 2.3(a) for the remainder of such time period, (iii) if the aggregate amount of securities of the Company held by the Representative or participating FINRA member firm do not exceed 1% of the Company’s securities being offered in connection with the Offering, (iv) such securities are beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating FINRA member manages or otherwise directs investments by the fund, and participating FINRA members in the aggregate do not own more than 10% of the equity in the fund, (v) of an issuer that meets the registration requirements of Commission Forms S-3, F-3 or F-10, (vi) if such securities are considered non-convertible or non-exchangeable debt securities acquired in a transaction related to the Offering, (vii) if such securities are considered derivative instruments acquired in connection with a hedging transaction related to the Offering and at a fair price, (viii) such securities were acquired in a transaction meeting the requirements of FINRA Rule 5110(d), (ix) such securities were received as underwriting compensation, and are registered and sold as part of a firm commitment offering, (x) such securities are “actively-traded” (as defined in Rule 101(c)(1) of Regulation M promulgated by the Commission), (xi) such securities are transferred or sold back to the Company in a transaction exempt from registration with the Commission, or (iixii) an officer, partner, registered person or affiliate the exercise of the Underwriter; ’s Warrants, if such warrants and only if any such transferee agrees the underlying shares of Common Stock remain subject to the foregoing lock-up restrictionsrestriction in this Section 2.3(a) for the remainder of such time period.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the a Closing Date or Option Closing Date, as applicable, a warrant to purchase a number of Shares equal to 6.5% of the gross payment amount to be disbursed to the Company on a Closing Date or Option Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price of $0.264 (or [ ] per share, which is equal to 110% of the public offering price per Firm Share)Purchase Price of the Offered Securities. The Underwriter’s Warrants and the Ordinary Shares issuable upon Warrant shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Underwriters’ Warrant and the underlying Shares shares of common stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter an underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on a Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Shares equal to 7% of the gross proceeds on a Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant, pursuant to a warrant in the form attached hereto as Exhibit BA, shall be exercisable, in whole or in part, commencing on the Effective Date and expiring on the five-year anniversary from the date of issuance at an initial exercise price of $0.264 (or 110% equal to the Purchase Price of the public offering price per Firm Share)Offered Securities. The Underwriter’s Warrants and the Ordinary Shares issuable upon Warrant shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant and the underlying Shares shares of ordinary shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter; ’s Warrant shall be made on a Closing Date and only if any shall be issued in the name or names and in such transferee agrees to authorized denominations as the foregoing lock-up restrictionsUnderwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to each of the Underwriter Representative (and/or their its designees) and AC Sunshine Securities LLC (and/or its designees) on the applicable Closing Date and Option Closing Date (“Underwriter’s if applicable), Warrants”) five-year warrants for , substantially in the form of Exhibit A attached hereto, to purchase of a such number of Ordinary Shares equal to 5.0% one-half of one percent (0.5%) of the number Offered Securities sold by the Company on such applicable Closing Date (the “Underwriters’ Warrants”), including any Ordinary Shares issued pursuant to the exercise of Over-allotment Option. The Underwriters’ Warrants may be exercised by the payment of cash or via cashless exercise and shall be exercisable, in whole or in part, commencing any time from the date of commencement of sales of the Firm Shares (or PreOffering and expiring on the fifth-Funded Warrants) and Option Shares issued in year anniversary of the Offering, pursuant to a warrant in date of commencement of sales of the form attached hereto as Exhibit B, Offering at an initial exercise price of $0.264 [●] per Ordinary Share, which is equal to one hundred twenty percent (or 110% 120%) of the initial public offering price per of a Firm Share). The Underwriter’s Underwriters’ Warrants and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as of the “Underwriter’s Securities.” The Underwriter understands Underwriters’ Warrants will be deemed compensation by FINRA, and agrees that there are significant restrictions pursuant therefore will be subject to FINRA Rule 5110 against transferring 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), neither the Underwriter’s Underwriters’ Warrants and nor any of the underlying Ordinary Shares during issued upon exercise of the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sellUnderwriters’ Warrants may be sold, transfertransferred, assignassigned, pledge pledged or hypothecate the Underwriter’s Warrants, 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 one hundred eighty (180) 180 days following beginning on the Effective Date to anyone other than (i) the Underwriter in connection with date of commencement of sales of the Offering, or (ii) an officer, partner, registered person or affiliate of the Underwriter; and only if any such transferee agrees subject to the foregoing lock-up restrictionscertain exceptions as set forth in FINRA Rule 5110(e)(2).

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the a Closing Date or Option Closing Date, as applicable, a warrant to purchase a number of Shares equal to 6% of the gross payment amount to be disbursed to the Company on a Closing Date or Option Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price of $0.264 (or 110[ ] per share, which is equal to 125% of the public offering price per Firm Share)Purchase Price of the Offered Securities. The Underwriter’s Warrants and the Ordinary Shares issuable upon Warrant shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Underwriters’ Warrant and the underlying Shares shares of common stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter an underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The In addition to the Selling Commission, on the Closing Date, the Company hereby agrees to shall issue and sell to the Underwriter (and/or their its designees) on the Closing Date for $10.00 a warrant (“Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a an aggregate number of Ordinary Shares shares of Common Stock of the Company equal to 5.0% three percent (3%) of the number of Securities sold in that Closing. Pursuant to the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the OfferingUnderwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriter’s Warrant Agreement”), the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (180) days after the Closing Date it is issued and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of $0.264 Common Stock equal to one hundred twenty-five percent (or 110% 125.0%) of the public offering price per Firm Share)Purchase Price of the Securities in the Offering. The Underwriter’s Warrants Warrant Agreement and the Ordinary Shares shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant Agreement and the underlying Shares shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Underwriters (and/or their designees) on the Closing Date or the Option Closing Date, as applicable, warrants to purchase such number of common shares of the Company equal to five percent (5%) of the gross payment amount to be disbursed to the Company on the Closing Date or the Option Closing Date, as applicable, for the Shares, divided by the purchase price of the Shares (collectively, the “Underwriter’s Underwriters’ Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded ). The Underwriters’ Warrants) and Option Shares issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit BA, shall be exercisable, in whole or in part, commencing one (1) year from the effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary of the Effective Date at an initial exercise price per common share of $0.264 (or 110[●], which is equal to 125% of the public offering purchase price per Firm Share)of the Shares. The Underwriter’s Underwriters’ Warrants shall include a “cashless” exercise feature and shall include a provision for unlimited “piggy-back” registration rights until expiration or until the Ordinary Shares issuable upon exercise thereof shares underlying the warrant are hereinafter referred eligible for resale pursuant to together as the “Underwriter’s Securities.” an exemption from registration and a one time demand registration right. The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrants and the underlying Shares common shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter in connection with the Offeringan Underwriter, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriters; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrants shall be made on the Closing Date or the Option Closing Date, as applicable, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Underwriters (and/or their its designees) on the a Closing Date (“Underwriter’s Warrants”Date, as defined in Section 3(c) five-year warrants for the herein, a warrant to purchase of a number of Ordinary Shares equal to 5.05% of the number of Underwritten Units (including the Firm Shares over-allotment option) on Closing Date (or Pre-Funded Warrants) and Option Shares issued in the Offering“Underwriters’ Warrant”). The Underwriterss Warrant, pursuant to a warrant in the form attached hereto as Exhibit B, shall be exercisable, in whole or in part, commencing nine (9) months from the date of effectiveness of the Registration Statement and and expiring on the third anniversary from the exercisable date at an initial exercise price of $0.264 (or 110equal to 100% of the public offering price per Firm Share)Per Unit Price (as defined below) of the Offered Securities. The Underwriter’s Warrants Underwriters’ Warrant shall include a “cashless” exercise feature. The Underwriters understand and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Underwriters’ Warrant and the underlying Ordinary Shares during the one hundred eighty (180) days after following the Effective Date date of effectiveness or commencement of sales of the Offering and by its acceptance thereof shall agree that it they will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsUnderwriters’ Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date following the date of effectiveness or commencement of sales of the Offering to anyone other than (i) the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter; Underwriters’ Warrants shall be made on a Closing Date and only if any shall be issued in the name or names and in such transferee agrees to authorized denominations as the foregoing lock-up restrictionsUnderwriters may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Underwriters (and/or their respective designees) on the Closing Date (as defined below) and each Option Closing Date, as the case may be, warrants to purchase an aggregate of eight percent (8%) of the shares of common stock issued at such closing (the “Underwriter’s Underwriters’ Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriters’ Warrants agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriters’ Warrants Agreement”), shall be exercisable at any time and from time to time, in whole or in part, during the four and a half-year period commencing six months after from the Closing Date of the Offering, at an initial exercise price of $0.264 [•] per share, which is equal to one hundred and ten percent (or 110% %) of the initial public offering price per of the Firm Share)Shares issued at such closing. The Underwriter’s Underwriters’ Warrants and the Ordinary Shares shares of common stock issuable upon exercise thereof of the Underwriters’ Warrants are hereinafter referred to together collectively as the “Underwriter’s Underwriters’ Securities.” The Underwriter understands Underwriters understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrants and the underlying Shares shares of common stock during the one hundred eighty (180) days day period after the Effective Date effective date of the Registration Statement (as defined below) and by its their acceptance thereof shall agree that it they will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date effective date of the Registration Statement to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterRepresentative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Representative (and/or their its permitted designees) on a Closing Date, a warrant or warrants, as applicable (in the Closing Date (form attached as Exhibit A hereto, the “Underwriter’s WarrantsUnderwriters’ Warrant”) five-year warrants for to purchase the purchase of a number of Ordinary Shares equal to 5.0% seven percent (7%) of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares Shares, if any, issued in the OfferingOffering (“Warrant Shares”). Notwithstanding the foregoing, pursuant to a warrant in the form attached hereto event any Firm Shares or Option Shares are allocated to investors identified and introduced by the Company, then the Underwriters’ Warrants shall be reduced to three percent (3.0%) of the number of Firm Shares and Option Shares, if any issued, for those investors. The Underwriters’ Warrants will be exercisable for a term of five (5) years from the effective date (the “Effective Date”) of the Registration Statement (as Exhibit Bdefined below), at an initial exercise price of $0.264 (or 110equal to 125% of the public offering price per Firm Share)share paid by investors in the Offering. The Underwriter’s Warrants and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrants and the underlying Warrant Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter; ’s Warrants holder’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and only if any immediate and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The Underwriters’ Warrants shall further provide for adjustment in the number and price of such transferee agrees warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, dividend, share split, merger or other structural transaction to the foregoing lock-up restrictionsprevent dilution.

Underwriter’s Warrants. The On the Closing Date, the Company hereby agrees to issue and will sell to the Underwriter (and/or their designees) on Underwriters the Closing Date (“Underwriters' Warrants, for an aggregate of $100, evidencing the Underwriter’s Warrants”) five-year warrants for 's right to purchase in the purchase aggregate the equivalent of a number of Ordinary Shares equal to 5.010% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued Securities sold in the Public Offering, pursuant to a warrant in the form attached hereto as Exhibit B, at an initial exercise price of $0.264 8.25 per share of Common Stock (or 110165% of the public offering price Public Offering Price per Firm Shareshare of Common Stock). The Underwriter’s Underwriters' Warrants will be in the form of EXHIBIT A attached hereto. The Underwriters' Warrants shall be non-exercisable and non-transferable (other than to officers, consultants, partners or directors of and members of the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as underwriting or selling group) for a period of 12 months following the “Underwriter’s Securities.” Effective Date. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters' Warrants and the underlying Shares during the one hundred eighty (180) days shall be exercisable, in whole or in part, commencing 12 months after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of five years thereafter (the "Term"). If the Underwriters' Warrants are not exercised during the Term, they shall, by their terms, automatically expire. The Underwriters' Warrants shall contain customary anti-dilutive provisions relating to any recapitalization, stock split, stock dividend or similar event involving the Company. The Underwriters' Warrants shall also contain provisions providing for demand and "piggyback" registration rights with respect to the Underwriters' Warrants and the Warrant Shares, and shall not be redeemable. The Underwriters' Warrants shall otherwise be transferable after one hundred eighty (180) days following year from the Effective Date pursuant to anyone other than available exemptions from registration under the Securities Act. (i) the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions.b)

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the a Closing Date a warrant to purchase a number of Shares equal to 7% of the gross payment amount to be disbursed to the Company on a Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant, pursuant to a warrant in the form attached hereto as Exhibit BA, shall be exercisable, in whole or in part, commencing on the effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary from the date of issuance at an initial exercise price of $0.264 (or 110$ per share, which is equal to 100% of the public offering price per Firm Share)Purchase Price of the Offered Securities. The Underwriter’s Warrants and the Ordinary Shares issuable upon Warrant shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Underwriters’ Warrant and the underlying Shares shares of common stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter an underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The In addition to the Selling Commission, on each Closing Date, the Company hereby agrees to shall issue and sell to the Underwriter (and/or their its designees) on the Closing Date for $10.00 a warrant (“Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a an aggregate number of Ordinary Shares shares of Common Stock of the Company equal to 5.0% three percent (3%) of the number of Securities sold in that Closing. Pursuant to the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the OfferingUnderwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BB (the “Underwriter’s Warrant Agreement”), the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (180) days after the Closing Date it is issued and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of $0.264 Common Stock equal to one hundred twenty-five percent (or 110% 125.0%) of the public offering price per Firm Share)Purchase Price of the Securities in the Offering. The Underwriter’s Warrants Warrant Agreement and the Ordinary Shares shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant Agreement and the underlying Shares shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Representative (and/or their its designees) on the Closing Date (“Underwriter’s Warrants”) five-year warrants for the to purchase of a such number of Ordinary Shares ordinary shares of the Company equal to 5.06.5% of the number of gross payment amount to be disbursed to the Firm Company on Closing Date for the Placement Shares divided by the Purchase Price (or Pre-Funded Warrants) and Option Shares issued in the Offering“Underwriters’ Warrant”). The Underwriters’ Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing from the effective date of the Registration Statement and expiring on the two-year anniversary thereof at an initial exercise price per ordinary share of $0.264 (or 1106.00, which is equal to 120% of the public offering price per Firm Share)Purchase Price of the Placement Shares. The Underwriter’s Warrants Underwriters’ Warrant shall include a “cashless” exercise feature, and the Ordinary Shares shall contain provisions for unlimited “piggyback” registration rights until expiration. The Underwriters’ Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Underwriters’ Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Underwriters’ Warrant Agreement and the underlying Shares ordinary shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsUnderwriters’ Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter an underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterRepresentative or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on each Closing Date, warrants to purchase such number of Class A ordinary shares of the Closing Date Company equal to six percent (6%) of the aggregate number of the Placement Shares sold in the offering (the “Underwriter’s Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a Closing Date and expiring on the two-and-a-half-year anniversary thereof at an initial exercise price of $0.264 (or 110% of the public offering price per Firm Share)[4.00]. The Underwriter’s Warrants Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Ordinary Shares Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and Class A ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants and the underlying Shares Class A ordinary shares during the one hundred eighty (180) days after immediately following the Effective Date commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrants, or any portion thereof, or let the Underwriter’s Warrants be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the offering to anyone other than (i) the Underwriter acceptable persons set forth in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the UnderwriterFINRA Rule 5110(g)(2)(A); and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The On the Closing Date, the Company hereby agrees to shall issue and sell to the Underwriter Representative (and/or their its designees) on ), warrants, in the Closing Date form Exhibit D attached hereto (the “Underwriter’s Warrants”) five-year warrants ), for the purchase of a number up to an aggregate of Ordinary Shares [ ] shares of Common Stock (which is equal to 5.0an aggregate of 6% of the number Closing Securities sold on the Closing Date), and, in the event that the Underwriters exercise the over-allotment option, on each Option Closing Date, the Company shall issue to the Representative (and/or its designees) Underwriter’s Warrants for the purchase of up to 6% of the Firm Shares Option Securities sold on the Option Closing Date (up to an aggregate of [ ] shares of Common Stock if such over-allotment option is exercised in full), which Underwriter’s Warrants shall be registered in the name or Pre-Funded Warrantsnames, and shall be in such denominations, as the Representative may request at least one (1) business day before the Closing Date and Option Shares issued Closing Date, if any. The shares of Common Stock underlying the Underwriter’s Warrants are referred to herein as the “Underwriter’s Warrant Shares.” The Underwriter’s Warrants shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (180) days from the Offeringcommencement of sales of the Closing Securities and Option Securities, pursuant to a warrant in as applicable, and expiring on the form attached hereto as Exhibit B, five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $0.264 (or 110% of [ ], which is equal to the public offering price per Firm Share)Unit Purchase Price. The Underwriter’s Warrants and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter Representative understands and agrees that there are significant lock-up restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants and the underlying Underwriter’s Warrant Shares during the one hundred eighty (180) days after from the Effective Date commencement of sales of the Closing Securities and Option Securities, as applicable, and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrants, or any portion thereof, or have such securities be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following from the Effective Date commencement of sales of the Closing Securities or Option Securities, as applicable, to anyone other than except (i) by operation of law or by reason of reorganization of the Company; (ii) to the Representative or any Underwriter or FINRA member firm participating in the Offering, and the respective officers, partners, registered persons or affiliates thereof, if all such securities so transferred remain subject to the lock-up restriction in this Section 4(f) for the remainder of such time period, (iii) if the aggregate amount of securities of the Company held by the Representative or participating FINRA member firm do not exceed 1% of the Company’s securities being offered in connection with the Offeringoffering of Closing Securities, (iv) such securities are beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating FINRA member manages or otherwise directs investments by the fund, and participating FINRA members in the aggregate do not own more than 10% of the equity in the fund, (v) of an issuer that meets the registration requirements of Commission Forms S-3, F-3 or F-10, (vi) if such securities are considered non-convertible or non-exchangeable debt securities acquired in a transaction related to the offering and sale of the Closing Securities, (vii) if such securities are considered derivative instruments acquired in connection with a hedging transaction related to the offering and sale of the Securities and at a fair price, (viii) such securities were acquired in a transaction meeting the requirements of FINRA Rule 5110(d), (ix) such securities were received as underwriting compensation, and are registered and sold as part of a firm commitment offering, (x) such securities are “actively-traded” (as defined in Rule 101(c)(1) of Regulation M promulgated by the Commission), (xi) such securities are transferred or sold back to the Company in a transaction exempt from registration with the Commission, or (iixii) an officer, partner, registered person or affiliate the exercise of the Underwriter; ’s Warrants, if such warrants and only if any such transferee agrees the Underwriter’s Warrant Shares remain subject to the foregoing lock-up restrictionsrestriction in this Section 2.3(a) for the remainder of such time period.

Underwriter’s Warrants. The On the Closing Date, the Company hereby agrees to issue and will sell to the Underwriter (and/or their designees) on Representative the Closing Date (“Underwriter’s Underwriters' Warrants”) five-year warrants , for an aggregate price of the lesser of $.001 per Representative's Warrant or an aggregate of $100, evidencing the Representative's right to purchase the equivalent of a number of Ordinary Shares equal to 5.010% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued Securities sold in the Public Offering, pursuant to a warrant in the form attached hereto as Exhibit B, at an initial exercise price of $0.264 7.20 per share of Common Stock and $.12 per Warrant (or 110120% of the public offering price Public Offering Price per Firm Shareshare of Common Stock and per Warrant). The Underwriter’s Underwriters' Warrants will be in the form of EXHIBIT A attached hereto. The Underwriters' Warrants shall be non-exercisable and non-transferable (other than to officers, consultants, partners or directors of and members of the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as underwriting or selling group) for a period of 12 months following the “Underwriter’s Securities.” Effective Date. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters' Warrants and the underlying Shares during the one hundred eighty (180) days shall be exercisable, in whole or in part, commencing 12 months after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty four years thereafter (180) days following the Effective Date to anyone other than (i) "Term"). In lieu of any cash payment required by the Underwriter Representative in connection with the Offering, or (ii) an officer, partner, registered person or affiliate exercise of the Underwriter; Underwriters' Warrants, the Underwriters' Warrants shall provide for the cashless exercise thereof. If the Underwriters' Warrants are not exercised during the Term, they shall, by their terms, automatically expire. The Underwriters' Warrants shall contain customary anti-dilutive provisions relating to any recapitalization, stock split, stock dividend or similar event involving the Company. The Underwriters' Warrants shall also contain provisions providing for demand and only if any such transferee agrees "piggyback" registration rights with respect to the foregoing lock-up restrictionsUnderwriters' Warrants and the Warrant Securities, and shall not be redeemable. The Underwriters' Warrants shall otherwise be transferable after one year from the Effective Date pursuant to available exemptions from registration under the Securities Act.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the each Closing Date (“Underwriter’s Warrants”Date, as defined in Section 3(c) five-year warrants for the herein, a warrant to purchase of a number of Ordinary Shares equal to 5.05% of the number of the Firm Shares Offered Securities sold on such Closing Date (or Pre-Funded Warrants) and Option Shares issued in the Offering”Underwriter’s Warrant”). The Underwriter’s Warrant, pursuant to a warrant in the form attached hereto as Exhibit B, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the effectiveness of the Offering at an initial exercise price of $0.264 equal to 125% the Per Share Price (or 110% as defined below) of the public offering price per Firm Share)Offered Securities. The Underwriter’s Warrants and the Ordinary Shares issuable upon Warrant shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant and the underlying Ordinary Shares (such shares, the “Warrant Shares”) during the one hundred eighty (180) days after following the Effective Date date of effectiveness or commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant or the Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date of commencement of sales of the Offering to anyone other than (i) the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the applicable Underwriter’s Warrants shall be made on the corresponding Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictionsmay request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the a Closing Date (“Underwriter’s Warrants”Date, as defined in Section 3(c) five-year warrants for the herein, a warrant to purchase of a number of Ordinary Shares equal to 5.07% of the number of the Firm Shares Offered Securities on Closing Date (or Pre-Funded Warrants) and Option Shares issued in the Offering“Underwriter’s Warrant”). The Underwriter’s Warrant, pursuant to a warrant in the form attached hereto as Exhibit B, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the effectiveness of the Offering at an initial exercise price of $0.264 equal to the Per Share Price (or 110% as defined below) of the public offering price per Firm Share)Offered Securities. The Underwriter’s Warrants and the Ordinary Shares issuable upon Warrant shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant and the underlying Ordinary Shares during the one hundred eighty (180) days after following the Effective Date date of effectiveness or commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date following the date of effectiveness or commencement of sales of the Offering to anyone other than (i) the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter; ’s Warrants shall be made on a Closing Date and only if any shall be issued in the name or names and in such transferee agrees to authorized denominations as the foregoing lock-up restrictionsUnderwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the each Closing Date (“Underwriter’s Warrants”Date, as defined in Section 3(c) five-year warrants for the herein, a warrant to purchase of a number of Ordinary Shares equal to 5.07% of the number of the Firm Shares Offered Securities sold on such Closing Date (or Pre-Funded Warrants) and Option Shares issued in the Offering“Underwriter’s Warrant”). The Underwriter’s Warrant, pursuant to a warrant in the form attached hereto as Exhibit B, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the effectiveness of the Offering at an initial exercise price of $0.264 equal to the Per Share Price (or 110% as defined below) of the public offering price per Firm Share)Offered Securities. The Underwriter’s Warrants and the Ordinary Shares issuable upon Warrant shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant and the underlying Ordinary Shares (such shares, the “Warrant Shares”) during the one hundred eighty (180) days after following the Effective Date date of effectiveness or commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant or the Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date of commencement of sales of the Offering to anyone other than (i) the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the applicable Underwriter’s Warrants shall be made on the corresponding Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictionsmay request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the a Closing Date (“Underwriter’s Warrants”Date, as defined in Section 3(c) five-year warrants for the herein, a warrant to purchase of a number of Ordinary Shares equal to 5.07% of the number of the Firm Shares Offered Securities on Closing Date (or Pre-Funded Warrants) and Option Shares issued in the Offering“Underwriter’s Warrant”). The Underwriter’s Warrant, pursuant to a warrant in the form attached hereto as Exhibit B, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the effectiveness of the Offering at an initial exercise price of $0.264 (or 110equal to 125% of the public offering price per Firm Share)Per Share Price (as defined below) of the Offered Securities. The Underwriter’s Warrants and the Ordinary Shares issuable upon Warrant shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant and the underlying Ordinary Shares during the one hundred eighty (180) days after following the Effective Date date of effectiveness or commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date following the date of effectiveness or commencement of sales of the Offering to anyone other than (i) the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter; ’s Warrants shall be made on a Closing Date and only if any shall be issued in the name or names and in such transferee agrees to authorized denominations as the foregoing lock-up restrictionsUnderwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Underwriters (and/or their designees) on the Closing Date or the Option Closing Date, as applicable, warrants to purchase such number of common shares of the Company equal to: (i) with respect to Shares sold to investors introduced by the Underwriters in this Offering, five percent (5%) of the gross payment amount to be disbursed to the Company on the Closing Date or the Option Closing Date, as applicable, for the Shares, and (ii) with respect to Shares sold to investors introduced by the Company in this Offering, three percent (3%) of the gross payment amount to be disbursed to the Company on the Closing Date or the Option Closing Date, as applicable, for the Shares. divided by the purchase price of the Shares (collectively, the “Underwriter’s Underwriters’ Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded ). The Underwriters’ Warrants) and Option Shares issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit BA, shall be exercisable, in whole or in part, commencing on the effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price per common share of $0.264 (or 1106.30, which is equal to 120% of the public offering purchase price per Firm Share)of the Shares. The Underwriter’s Underwriters’ Warrants shall include a “cashless” exercise feature and shall include a provision for “piggy-back” registration rights until expiration or until the Ordinary Shares issuable upon exercise thereof shares underlying the warrant are hereinafter referred eligible for resale pursuant to together as the “Underwriter’s Securities.” an exemption from registration. The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrants and the underlying Shares common shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter in connection with the Offeringan Underwriter, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriters; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrants shall be made on the Closing Date or the Option Closing Date, as applicable, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the a Closing Date or Option Closing Date, as applicable, a warrant to purchase a number of Shares equal to (x) 5% of the gross payment amount sourced by the Underwriter and its selling syndicate and soliciting dealers and (y) 3% of the gross payment sourced by the Company on a Closing Date or Option Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the Effective Date and expiring on the three-year anniversary from the date of issuance at an initial exercise price of $0.264 (or 110equal to 120% of the public offering price per Firm Share)Purchase Price of the Offered Securities. The Underwriter’s Warrants and the Ordinary Shares issuable upon Warrant shall include a “cashless” exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant and the underlying Shares shares of ordinary shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter an underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Representatives (and/or each of their designees) on the (i) First Closing Date (“Underwriter’s Warrants”) five-year Date, warrants for the to purchase of a such number of Ordinary Shares equal to 5.0% of the number five percent (5%) of the Firm Shares issued on the First Closing Date and (or Pre-Funded Warrantsii) on each Option Closing Date, if and as applicable, warrants to purchase such number of Ordinary Shares equal to five percent (5%) of the Option Shares issued in at such Option Closing Date, if and as applicable (collectively, the Offering“Underwriters’ Warrants”). The Underwriters’ Warrants may be exercised by the payment of cash or via cashless exercise, pursuant to shall be exercisable for a warrant in period of five years commencing six months from the form attached hereto Effective Date (as Exhibit B, at an initial defined below) of the Registration Statement (as defined below) and will terminate on the fifth anniversary of the Effective Date of the Registration Statement. The exercise price of $0.264 the Underwriters’ Warrants is equal to one hundred and ten percent (or 110% %) of the public offering price per Firm Share)Share Purchase Price, subject to adjustment as provided therein. The Underwriter’s Underwriters’ Warrants and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together of the Underwriters’ Warrants will be deemed compensation by FINRA (as the “Underwriter’s Securities.” The Underwriter understands defined below), and agrees that there are significant restrictions pursuant therefore will be subject to FINRA Rule 5110 against transferring 5110(e). In accordance with FINRA Rule 5110(e)(1), neither the Underwriter’s Underwriters’ Warrants and nor any of the underlying Ordinary Shares during issued upon exercise of the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sellUnderwriters’ Warrants may be sold, transfertransferred, assignassigned, pledge pledged or hypothecate the Underwriter’s Warrants, 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 one hundred and eighty (180) days following beginning on the Effective Date Date, subject to anyone other than (i) the Underwriter certain exceptions as set forth in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictionsFINRA Rule 5110(e)(2).

Underwriter’s Warrants. The On the First Closing Date, the Company hereby agrees will issue to issue and sell to certain of the Underwriter Underwriters (and/or their designees) on the Closing Date (“Underwriter’s Warrants”) five-year warrants for the to purchase of a that number of Ordinary Shares shares of Common Stock equal to 5.0% of the number eight percent (8%) of the Firm Shares (adjusted upward to the nearest whole share), provided, that the number of Underwriters Warrants to be received shall be reduced by fifty percent (50%) with respect to purchases of Firm Shares (including purchases of Directed Shares) by any of the Company’s officers, directors, or Pre-Funded Warrants) and Option Shares any of their respective affiliates. The warrants to be issued in to certain of the Offering, Underwriters on the First Closing Date pursuant to a warrant this Section 3(d) are herein collectively referred to as the “Underwriters’ Warrants.” The Underwriters’ Warrants shall be in the form of Exhibit B attached hereto as Exhibit B, at hereto. The Underwriters’ Warrants shall have an initial exercise price of per share equal to $0.264 4.80. The Underwriters’ Warrants will be exercisable beginning six (or 110% 6) months after the date of the public offering price per Firm ShareClosing until the fifth (5th) anniversary of the Effective Date (as defined below). The Underwriter’s Warrants Underwriters understand and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrants and the underlying Shares shares of Common Stock during the one hundred eighty (180) days after the effective date of the Registration Statement (the “Effective Date Date”) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offeringoffering contemplated hereby, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up lockup restrictions.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Representative (and/or their its designees) on the Closing Date for an aggregate purchase price of $100.00 one or more warrants (the “Underwriter’s Warrants”) five-year warrants for the purchase of a number an aggregate of Ordinary Shares [●] shares of Common Stock (which is equal to 5.0an aggregate of 5% of the number shares of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued Common Stock included as Closing Securities sold in the Offering, ). The Underwriter’s Warrants shall be issuable pursuant to a warrant the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit BD (the “Underwriter’s Warrant Agreement”) and exercisable, in whole or in part, commencing on a date which is six months after the Effective Date and expiring on the five-year anniversary of the Closing Date at an initial exercise price per share of Common Stock of $0.264 (or 110[●], which is equal to 120% of the public offering price per Firm of each Closing Share). The Underwriter’s Warrants Warrant Agreement and the Ordinary Shares shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant and the underlying Shares shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterRepresentative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on each Closing Date, and Option Closing Date, respectively, warrants to purchase such number of Class A ordinary shares of the Closing Date Company equal to five percent (5%) of the aggregate number of the Placement Shares and Over-Subscription Shares sold in the offering (collectively “Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after the Effective Date of the Registration Statement and expiring on the five-year anniversary thereof at an initial exercise price per Class A ordinary share of $0.264 (or 1106.00, which is equal to 120% of the public offering price per Firm Share)Purchase Price. The Underwriter’s Warrants Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Ordinary Shares Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and Class A ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant Agreement and the underlying Shares Class A ordinary shares during the one hundred eighty (180) days after immediately following the Effective Date commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the offering to anyone other than (i) the Underwriter an underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The On the First Closing Date, the Company hereby agrees will issue to issue and sell to certain of the Underwriter Underwriters (and/or their designees) on the Closing Date (“Underwriter’s Warrants”) five-year warrants for the to purchase of a that number of Ordinary Shares shares of Common Stock equal to 5.0% of the number eight percent (8%) of the Firm Shares (adjusted upward to the nearest whole share), provided, that the number of Underwriters Warrants to be received shall be reduced by fifty percent (50%) with respect to purchases of Firm Shares (including purchases of Directed Shares) by any of the Company’s officers, directors, or Pre-Funded Warrants) and Option Shares any of their respective affiliates. The warrants to be issued in to certain of the Offering, Underwriters on the First Closing Date pursuant to a warrant this Section 3(d) are herein collectively referred to as the “Underwriters’ Warrants.” The Underwriters’ Warrants shall be in the form of Exhibit B attached hereto as Exhibit B, at hereto. The Underwriters’ Warrants shall have an initial exercise price of per share equal to $0.264 ______. The Underwriters’ Warrants will be exercisable beginning six (or 110% 6) months after the date of the public offering price per Firm ShareClosing until the fifth (5th) anniversary of the Effective Date (as defined below). The Underwriter’s Warrants Underwriters understand and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrants and the underlying Shares shares of Common Stock during the one hundred eighty (180) days after the effective date of the Registration Statement (the “Effective Date Date”) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offeringoffering contemplated hereby, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up lockup restrictions.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on the Closing Date an option (““ Underwriter’s WarrantsWarrant ”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.05% of the number of the Firm Placement Shares (or Pre-Funded Warrants) and Option Shares issued sold in the Offering, pursuant to a warrant for an aggregate purchase price of $100.00. The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit BA (the “ Underwriter’s Warrant Agreement ”), shall be exercisable, in whole or in part, commencing on the Closing Date and expiring on the five-year anniversary thereof at an initial exercise price per shares of Common Stock of $0.264 (or 1105.40, which is equal to 120% of the initial public offering price per Firm Share)of the Placement Shares. The Underwriter’s Warrants Warrant Agreement and the Ordinary Shares shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the ““ Underwriter’s SecuritiesSecurities .” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant Agreement and the underlying Shares shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their its designees) on each Closing Date, and Option Closing Date, respectively, warrants to purchase such number of ordinary shares of the Closing Date Company equal to six percent (6%) of the aggregate number of the Placement Shares and Over-Subscription Shares sold in the offering (collectively “Underwriter’s WarrantsWarrant”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after the Effective Date of the Registration Statement and expiring on the five-year anniversary thereafter at an initial exercise price per ordinary share of $0.264 (or 110[____], which is equal to 125% of the public offering price per Firm Share)Purchase Price. The Underwriter’s Warrants Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Ordinary Shares Underwriter’s Warrant Agreement. The Underwriter’s Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Warrant Agreement and the underlying Shares ordinary shares during the one hundred eighty (180) days after immediately following the Effective Date commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of sales of the offering to anyone other than (i) the Underwriter an underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and Option Closing Date, respectively, and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Representative (and/or their its designees) on the Closing Date (“Underwriter’s Warrants”) five-year warrants for the to purchase of a such number of Ordinary Shares ordinary shares of the Company equal to 5.04.5% of the number of gross payment amount to be disbursed to the Firm Company on Closing Date for the Placement Shares divided by the Purchase Price (or Pre-Funded Warrants) and Option Shares issued in the Offering“Underwriters’ Warrant”). The Underwriters’ Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing from the effective date of the Registration Statement and expiring on the two-year anniversary thereof at an initial exercise price per ordinary share of $0.264 (or 11012.00, which is equal to 120% of the public offering price per Firm Share)Purchase Price of the Placement Shares. The Underwriter’s Warrants Underwriters’ Warrant shall include a “cashless” exercise feature, and the Ordinary Shares shall contain provisions for unlimited “piggyback” registration rights until expiration. The Underwriters’ Warrant Agreement and ordinary shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Underwriters’ Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Underwriters’ Warrant Agreement and the underlying Shares ordinary shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsUnderwriters’ Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter an underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterRepresentative or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Underwriters (and/or their designees) on the each Closing Date (“Underwriter’s Warrants”Date, as defined in Section 3(c) five-year warrants for the herein, a warrant to purchase of a number of Ordinary Shares equal to 5.07% of the number of the Firm Underwritten Shares and Additional Shares sold on such Closing Date (or Pre-Funded Warrants) and Option Shares issued in the Offering“Underwriters’ Warrant”). The Underwriters’ Warrant, pursuant to a warrant in the form attached hereto as Exhibit B, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the commencement of sale of the Offering at an initial exercise price of $0.264 (or 110equal to 125% of the public offering price per Firm Share)Per Share Price (as defined below) of the Offered Securities. The Underwriter’s Warrants Underwriters’ Warrant shall include a “cashless” exercise feature. The Underwriters understand and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants Underwriters’ Warrant and the underlying Ordinary Shares (such shares, the “Warrant Shares”) during the one hundred eighty (180) days after following the Effective Date commencement of sales of the Offering and by its their acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s WarrantsUnderwriters’ Warrant or Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date commencement of sales of the Offering to anyone other than (i) the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on each Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Underwriter; and only if any may request on such transferee agrees to the foregoing lock-up restrictionsClosing Date.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Underwriters (and/or their designees) on the Closing Date or the Option Closing Date, as applicable, warrants to purchase such number of common shares of the Company equal to: (i) with respect to Shares sold to investors introduced by the Underwriters in this Offering, five percent (5%) of the gross payment amount to be disbursed to the Company on the Closing Date or the Option Closing Date, as applicable, for the Shares, and (ii) with respect to Shares sold to investors introduced by the Company in this Offering, three percent (3%) of the gross payment amount to be disbursed to the Company on the Closing Date or the Option Closing Date, as applicable, for the Shares. divided by the purchase price of the Shares (collectively, the “Underwriter’s Underwriters’ Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded ). The Underwriters’ Warrants) and Option Shares issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit BA, shall be exercisable, in whole or in part, commencing on the effective date of the Registration Statement (the “Effective Date”) and expiring on the five-year anniversary thereof at an initial exercise price per common share of $0.264 (or 110[●], which is equal to 120% of the public offering purchase price per Firm Share)of the Shares. The Underwriter’s Underwriters’ Warrants shall include a “cashless” exercise feature and shall include a provision for “piggy-back” registration rights until expiration or until the Ordinary Shares issuable upon exercise thereof shares underlying the warrant are hereinafter referred eligible for resale pursuant to together as the “Underwriter’s Securities.” an exemption from registration. The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrants and the underlying Shares common shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter in connection with the Offeringan Underwriter, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterUnderwriters; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrants shall be made on the Closing Date or the Option Closing Date, as applicable, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Underwriter’s Warrants. The On the Closing Date (as defined herein), the Company hereby agrees to shall further issue and sell to the Underwriter (and/or their designees) on the Closing Date (“Underwriter’s Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit Byou or, at an initial exercise your direction, to your bona fide officers and directors, warrants entitling the holders thereof to purchase 75,000 shares of Common Stock (the "Underwriter's Warrants") for a purchase price of $0.264 .001 per Underwriter's Warrant. The Underwriter's Warrants are exercisable at any time during the five year period commencing on the effective date of the Registration Statement (or 110the "Term"), at a price of $6.00 per share (i.e., 120% of the public offering price per price). For a period of one (1) year after the effective date of the Registration Statement, the Underwriter's Warrants and underlying securities may not be sold, assigned, transferred, pledged or hypothecated except to officers of the Underwriter or members of the selling group. Such transfers will only be made if they do not violate the registration provisions of the Securities Act. The total number of Underwriter's Warrants which may be purchased will be ten percent (10%) of the number of Firm Share)Shares sold in the offering. The Underwriter’s 's Warrants shall contain terms and provisions as set forth more particularly in the Underwriter's Warrant Agreement including, but not limited to, provisions protecting the holders against dilution by reason of the issuance of securities below the exercise price, stock dividends, stock splits, combinations, recapitalizations, mergers and consolidations or otherwise and such other terms as are agreed upon by the Company and you. As provided in the Underwriter's Warrant Agreement, you may designate that the Underwriter's Warrants be issued in varying amounts directly to your officers and not the Underwriters, and to other underwriters, if any, and their designees. Such designation will be made by you only if you determine that such issuances would not violate the interpretation of the Board of Governors of the NASD relating to the review of corporate financing arrangements. At any time during the Term, other than at a time when the Warrant Securities (as defined below) are already covered for sale or resale by an effective and current registration statement that permits the method of distribution desired by the holders thereof, the Underwriters or the then holders of a majority of the then outstanding Underwriters' Warrants and shares of Common Stock issued upon the Ordinary Shares issuable upon exercise thereof are hereinafter referred of the Underwriters' Warrants (collectively, the "Warrant Securities"), shall have the right to together as require the “Underwriter’s Securities.” The Underwriter understands Company (i) to prepare and agrees that there are significant restrictions pursuant file with the Commission up to FINRA Rule 5110 against transferring two new registration statements under the Underwriter’s Warrants and Securities Act (or, in lieu of either, a post-effective amendment or amendments to the underlying Shares during Registration Statement, if then permitted under the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sellSecurities Act), transfer, assign, pledge or hypothecate the Underwriter’s Warrants, covering all or any portion thereofof the Warrant Securities and to use its best efforts to obtain promptly and maintain the effectiveness thereof for at least one hundred twenty (120) days and (ii) to register or qualify the subject Warrant Securities for sale in up to ten (10) states identified by the Underwriters or such holders. The Company shall bear all expenses, other than expenses of the Underwriter counsel, incurred in the preparation and filing of the first such registration statement or post-effective amendment (and related state registrations, to the extent permitted by applicable law) and the furnishing of copies of the preliminary and final prospectus thereof to the Underwriters or such holders of Warrant Securities. The expenses of any second such registration statement or post-effective amendment (and matters attendant thereto) shall be borne by the Underwriters or the holders requiring the same. In addition, if at any time during the five years after the effective date of the Registration Statement, the Company shall prepare and file one or more post-effective amendments to the Registration Statement, or be new registration statements under the subject Securities Act, with respect to a public offering of equity or debt securities of the Company, or of any hedgingsuch securities of the Company held by its shareholders, short salethe Company will include in any such post-effective amendment such information as may be required to permit a public offering of the Warrant Securities held by the Underwrites and their designees or transferees or will include in any such new registration statement such information as is required, derivativeand such number of Warrant Securities held by the Underwriters and its designees or transferees as may be requested, put or call transaction to permit a public offering of the Warrant Securities so requested; provided, however, that would result if, in the written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of the Warrant Securities requested to be registered, when added to the securities being registered by the Company, will exceed the maximum amount of the Company's securities which can be marketed without otherwise materially and adversely affecting the entire offering, then the Company may exclude from such offering all or any portion of the Warrant Securities requested to be so registered, but only if no securities are included in such post-effective economic disposition amendment or registration statement other than securities being sold for the account of the Company. Each holder of Warrant Securities for the account of which any such securities are included in such registration statement shall agree, if requested by the Company with respect to an offering by the Company of its own securities, not to sell any other shares of Common Stock or securities through which Common Stock may be acquired, for a period of one hundred eighty (180) 90 days following after the Effective Date to anyone effective date of such post-effective amendment or new registration statement; provided that in no event shall the restriction imposed on such holders be greater than those required of other than (i) the Underwriter selling shareholders. The Company shall bear all fees and expenses incurred by it in connection with the Offeringpreparation and filing of such post-effective amendment or new registration statement. In the event of any such proposed registration, the Company shall furnish the then holders of outstanding Warrant Securities with not less than thirty (30) days' written notice prior to the proposed date of filing of such post-effective amendment or (ii) an officer, partner, registered person or affiliate new registration statement. Such notice shall continue to be given by the Company to such holders of outstanding Warrant Securities until such time as all of the Underwriter; and only Warrant Securities have been registered. The holders of the Warrant Securities shall exercise the "piggy-back" rights provided for herein by giving written notice, within twenty (20) days of receipt of the Company's notice of its intention to file a post-effective amendment or new registration statement. The Underwriters' Warrants shall be transferable after one year from the effective date of the Registration Statement pursuant to available exemptions from registration (if not otherwise covered by an effective registration statement) under the Securities Act, provided, however, that the Underwriters' Warrant may not be transferred to a direct competitor of the Company without the Company's prior written consent. Further, the Underwriters will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or otherwise necessary to make any such transferee agrees to the foregoing lock-up restrictionsstatement therein not misleading.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter Underwriters (and/or their respective designees) on the Closing Date (as defined below) and each Option Closing Date, as the case may be, warrants to purchase an aggregate of eight percent (8%) of the shares of common stock issued at such closing (the “Underwriter’s Underwriters’ Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering). The Underwriters’ Warrants agreement, pursuant to a warrant in the form attached hereto as Exhibit BA (the “Underwriters’ Warrants Agreement”), shall be exercisable at any time and from time to time, in whole or in part, during the four and a half-year period commencing six months after from the Closing Date of the Offering, at an initial exercise price of $0.264 [●] per share, which is equal to one hundred and ten percent (or 110% %) of the initial public offering price per of the Firm Share)Shares issued at such closing. The Underwriter’s Underwriters’ Warrants and the Ordinary Shares shares of common stock issuable upon exercise thereof of the Underwriters’ Warrants are hereinafter referred to together collectively as the “Underwriter’s Underwriters’ Securities.” The Underwriter understands Underwriters understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrants and the underlying Shares shares of common stock during the one hundred eighty (180) days day period after the Effective Date effective date of the Registration Statement (as defined below) and by its their acceptance thereof shall agree that it they will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date effective date of the Registration Statement to anyone other than (i) the an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the UnderwriterRepresentative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriter’s Warrants. The On the Closing Date, the Company hereby agrees to shall issue and sell to the Underwriter Representative (and/or their its designees) on ), warrants, in the Closing Date form Exhibit D attached hereto (the “Underwriter’s Warrants”) five-year warrants ), for the purchase of a number up to an aggregate of Ordinary Shares 144,578 shares of Common Stock (which is equal to 5.0an aggregate of 6% of the number Closing Securities sold on the Closing Date), and, in the event that the Underwriters exercise the over-allotment option, on each Option Closing Date, the Company shall issue to the Representative (and/or its designees) Underwriter’s Warrants for the purchase of up to 6% of the Firm Shares Option Securities sold on the Option Closing Date (up to an aggregate of 21,686 shares of Common Stock if such over-allotment option is exercised in full), which Underwriter’s Warrants shall be registered in the name or Pre-Funded Warrantsnames, and shall be in such denominations, as the Representative may request at least one (1) business day before the Closing Date and Option Shares issued Closing Date, if any. The shares of Common Stock underlying the Underwriter’s Warrants are referred to herein as the “Underwriter’s Warrant Shares.” The Underwriter’s Warrants shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (180) days from the Offeringcommencement of sales of the Closing Securities and Option Securities, pursuant to a warrant in as applicable, and expiring on the form attached hereto as Exhibit B, five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $0.264 (or 110% of 4.15, which is equal to the public offering price per Firm Share)Unit Purchase Price. The Underwriter’s Warrants and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter Representative understands and agrees that there are significant lock-up restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants and the underlying Underwriter’s Warrant Shares during the one hundred eighty (180) days after from the Effective Date commencement of sales of the Closing Securities and Option Securities, as applicable, and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrants, or any portion thereof, or have such securities be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following from the Effective Date commencement of sales of the Closing Securities or Option Securities, as applicable, to anyone other than except (i) by operation of law or by reason of reorganization of the Company; (ii) to the Representative or any Underwriter or FINRA member firm participating in the Offering, and the respective officers, partners, registered persons or affiliates thereof, if all such securities so transferred remain subject to the lock-up restriction in this Section 4(f) for the remainder of such time period, (iii) if the aggregate amount of securities of the Company held by the Representative or participating FINRA member firm do not exceed 1% of the Company’s securities being offered in connection with the Offeringoffering of Closing Securities, (iv) such securities are beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating FINRA member manages or otherwise directs investments by the fund, and participating FINRA members in the aggregate do not own more than 10% of the equity in the fund, (v) of an issuer that meets the registration requirements of Commission Forms S-3, F-3 or F-10, (vi) if such securities are considered non-convertible or non-exchangeable debt securities acquired in a transaction related to the offering and sale of the Closing Securities, (vii) if such securities are considered derivative instruments acquired in connection with a hedging transaction related to the offering and sale of the Securities and at a fair price, (viii) such securities were acquired in a transaction meeting the requirements of FINRA Rule 5110(d), (ix) such securities were received as underwriting compensation, and are registered and sold as part of a firm commitment offering, (x) such securities are “actively-traded” (as defined in Rule 101(c)(1) of Regulation M promulgated by the Commission), (xi) such securities are transferred or sold back to the Company in a transaction exempt from registration with the Commission, or (iixii) an officer, partner, registered person or affiliate the exercise of the Underwriter; ’s Warrants, if such warrants and only if any such transferee agrees the Underwriter’s Warrant Shares remain subject to the foregoing lock-up restrictionsrestriction in this Section 2.3(a) for the remainder of such time period.