Common use of Underwriter’s Warrants Clause in Contracts

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities sold in the Offering, including all Option Shares (the “Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing one (1) year after the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ [120% of the public offering price of the Public Securities]. The Underwriter’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or its designees) on the Closing Date warrants to for the purchase that number of shares of Common Stock equal to an aggregate of 106.5% of the amount of Public Securities Shares sold in the Offering, including all Option Shares offering (the “Underwriter’s WarrantsWarrant”). The Underwriter’s Warrants as evidenced by the Underwriter’s Warrant Agreement agreement, in the form attached hereto as Exhibit AA (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing one (1) year after from the Effective Date of the Registration Statement and expiring five (5) years after on the Effective Date fifth-year anniversary thereof at an initial exercise price per ordinary share of Common Stock of $_______ [4.80, which is equal to 120% of the initial public offering price of the Public Securities]Shares. The Underwriter’s Warrants Warrant shall include a “cashless” exercise feature, and the shall contain provisions for unlimited “piggyback” registration rights until expiration. The Underwriter’s Warrant and ordinary shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes hereinafter referred to herein collectively together as the “Warrant Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Securities Agreement 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, not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant SecuritiesAgreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an underwriter or a selected dealer in accordance connection with FINRA Rule 5110the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on 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 each Underwriter on the Closing Date and Option Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities Firm Shares and Options Shares, respectively, sold in the Offering, including all Option Shares (the Offering(the “Underwriter’s Underwriters’ Warrants”). The Underwriter’s Underwriters’ Warrants as evidenced by the Underwriter’s Underwriters’ Warrant Agreement Agreement, in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing one three hundred sixty (1360) year days after the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $[_______ ] [120% of the public per Share offering price of the Public Securitiesprice]. The Underwriter’s Underwriters’ Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter the Underwriters (and/or their designees) on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% [10]% of the amount of Public Securities sold in the Offering, including all Option Shares (the “Underwriter’s Underwriters’ Warrants”). The Underwriter’s Underwriters’ Warrants as evidenced by the Underwriter’s Underwriters’ Warrant Agreement in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing one hundred eighty (1180) year days after the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ [120% 5.00]([125]% of the public offering price of the Public Securities]). The Underwriter’s Underwriters’ Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Each Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Managing Underwriter on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities sold in the Offering, including all Option Shares (the “Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing one hundred eighty (1180) year days after the Effective Date effective date of the Registration Statement and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ [120% of the public offering price of the Public Securities]6.25. The Underwriter’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Managing Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter the Underwriters (and/or their designees) on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 105% of the amount of Public Securities sold in the Offering, including all Option Shares (the “Underwriter’s Underwriters’ Warrants”). The Underwriter’s Underwriters’ Warrants as evidenced by the Underwriter’s Warrant Agreement in the form of agreement attached hereto as Exhibit AA (the “Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing one hundred eighty (1180) year days after the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ [120% *] ([125]% of the public offering price of the Public Securities]). The Underwriter’s Underwriters’ Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Each Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, not sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter the Underwriters (and/or their respective designees) on the Closing Date warrants and each Option Closing Date, as the case may be, Warrants to purchase that number an aggregate of one percent (1%) of the shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities sold in the Offering, including all Option Shares issued at such closing (the “Underwriter’s Underwriters’ Warrants”). The Underwriter’s Underwriters’ Warrants as evidenced by the Underwriter’s Warrant Agreement shall be substantially in the form attached of Annex I hereto as Exhibit A, and shall be exercisable, in whole or in part, commencing one (1) year 180 days after the Effective Date and expiring five (5) years after on the three-year anniversary of the Effective Date Date, at an initial exercise price per share of Common Stock of $_______ [120% ●] per share, which is equal to one hundred and twenty-five percent (125%) of the initial public offering price of the Public Securities]Firm Shares issued at such closing. The Underwriter’s Underwriters’ Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) of the Underwriters’ Warrants are sometimes hereinafter referred to herein collectively as the “Warrant Underwriters’ Securities.” The Underwriter understands Firm Shares, the Firm Warrants, the shares of Common Stock underlying the Firm Warrants, the Option Shares, the Option Warrants, the shares of Common Stock underlying the Option Warrants and agrees that there the Underwriters’ Securities are significant restrictions pursuant hereinafter referred to FINRA Rule 5110 against transferring collectively as the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant “Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.”

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter (and/or their designees) on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities sold in the Offering, including all Option Shares (the “Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by ) five-year warrants for the Underwriter’s Warrant Agreement 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 AB, shall be exercisable, in whole or in part, commencing one (1) year after the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ [120●] (or 110% of the public offering price of the Public Securities]per Firm Share). The Underwriter’s Warrants and the shares of Common Stock of the Company Ordinary Shares issuable upon exercise thereof (“Warrant Shares”) are sometimes hereinafter referred to herein collectively together as the “Warrant Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities 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, not sell, transfer, assign, pledge or hypothecate the Warrant SecuritiesUnderwriter’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 accordance connection with FINRA Rule 5110the 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 In addition to the Selling Commission, on each Closing Date, the Company hereby agrees to shall issue and sell to the Underwriter on (and/or its designees) for $10.00 a warrant (“Underwriter’s Warrant”) for the Closing Date warrants to purchase that of an aggregate number of shares of Common Stock of the Company equal to an aggregate of 10% four percent (4.0%) of the amount of Public Securities sold in the Offering, including all Option Shares (the “Underwriter’s Warrants”)that Closing. The Underwriter’s Warrants as evidenced by Pursuant to the Underwriter’s Warrant Agreement agreement, in the form attached hereto as Exhibit AB (the “Underwriter’s Warrant Agreement”), the Underwriter’s Warrant shall be exercisable, in whole or in part, commencing one hundred eighty (1180) year days after the Effective Closing Date it is issued and expiring five (5) years after on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $_______ [120% equal to one hundred twenty-five percent (125.0%) of the public offering price Purchase Price of the Public Securities]Securities in the Offering. The Underwriter’s Warrants Warrant Agreement and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes hereinafter referred to herein collectively together as the “Warrant Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Securities Agreement and the underlying 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, not sell, transfer, assign, pledge or hypothecate the Warrant Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in accordance connection with FINRA Rule 5110the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter the Underwriters (and/or their respective designees) on the Closing Date warrants and each Option Closing Date, as the case may be, Warrants to purchase that number an aggregate of four percent (4%) of the shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities sold in the Offering, including all Option Shares issued at such closing (the “Underwriter’s Underwriters’ Warrants”). The Underwriter’s Underwriters’ Warrants as evidenced by the Underwriter’s Warrant Agreement shall be substantially in the form attached of Annex I hereto as Exhibit A, and shall be exercisable, in whole or in part, commencing one (1) year 180 days after the Effective Date and expiring five (5) years after on the three-year anniversary of the Effective Date Date, at an initial exercise price per share of Common Stock of $_______ [120% ●] per share, which is equal to one hundred and twenty-five percent (125%) of the initial public offering price of the Public Securities]Firm Shares issued at such closing. The Underwriter’s Underwriters’ Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) of the Underwriters’ Warrants are sometimes hereinafter referred to herein collectively as the “Warrant Underwriters’ Securities.” The Underwriter understands Firm Shares, the Firm Warrants, the shares of Common Stock underlying the Firm Warrants, the Option Shares, the Option Warrants, the shares of Common Stock underlying the Option Warrants and agrees that there the Underwriters’ Securities are significant restrictions pursuant hereinafter referred to FINRA Rule 5110 against transferring collectively as the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant “Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.”

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10[ ]% of the amount of Public Securities sold in the Offering, including all Option Shares (the “Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing one (1) year after the Effective Closing Date and expiring five (5) years after the Effective Closing Date at an initial exercise price per share of Common Stock of $_______ [ ] [120[ ]% of the public offering price of the Public Securities]. The Underwriter’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter the Underwriters (and/or their respective designees) on the Closing Date warrants and each Option Closing Date, as the case may be, Warrants to purchase that number an aggregate of four percent ( 4 %) of the shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities sold in the Offering, including all Option Shares issued at such closing (the “Underwriter’s Underwriters’ Warrants”). The Underwriter’s Underwriters’ Warrants as evidenced by the Underwriter’s Warrant Agreement shall be substantially in the form attached of Annex I hereto as Exhibit A, and shall be exercisable, in whole or in part, commencing one (1) year 180 days after the Effective Date and expiring five (5) years after on the three-year anniversary of the Effective Date Date, at an initial exercise price per share of Common Stock of $_______ [120% ●] per share, which is equal to one hundred and twenty-five percent (125%) of the initial public offering price of the Public Securities]Firm Shares issued at such closing. The Underwriter’s Underwriters’ Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) of the Underwriters’ Warrants are sometimes hereinafter referred to herein collectively as the “Warrant Underwriters’ Securities.” The Underwriter understands Firm Shares, the Firm Warrants, the shares of Common Stock underlying the Firm Warrants, the Option Shares, the Option Warrants, the shares of Common Stock underlying the Option Warrants and agrees that there the Underwriters’ Securities are significant restrictions pursuant hereinafter referred to FINRA Rule 5110 against transferring collectively as the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant “Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.”

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter the Representative on the Closing Date and Option Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10[_____]% of the amount shares of Public Securities Common Stock sold in the Offering, including all Option Shares Offering to investors other than the Excluded Investors (the “Underwriter’s Underwriters’ Warrants”). The Underwriter’s Underwriters’ Warrants as evidenced by the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing one twelve (112) year months after the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $[___] [_______ [120% of the public per Share offering price of the Public Securitiesprice]. The Underwriter’s Underwriters’ Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, not sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110. Notwithstanding anything in this Agreement to the contrary, the Warrant Securities may not be sold, transferred, assigned, pledged, or hypothecated prior to the date that is three hundred sixty-five (365) days immediately following the Effective Date.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter MDB, or its permitted designees, on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities sold in the Offering, including all Option Shares (the “Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit AAnnex 1, shall be exercisable, in whole or in part, commencing one hundred eighty (1180) year days after the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ 6.25 [120125% of the per share public offering price of the Public Securities]. The Underwriter’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter understands MDB and agrees its designees understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 5110(g) against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 51105110(g).

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities sold in the Offering, including all Option Shares (the “Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing one (1) year after the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ [120% of the public offering price of the Public Securities]5.00. The Underwriter’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities sold in the Offering, including all Option Shares (the “Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing one hundred eighty (1180) year days after the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ 7.50 [120125% of the public offering price of the Public Securities]. The Underwriter’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% eight percent (8%) of the amount of Public Securities sold in the Offering, including all Option Shares (the “Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit AAnnex 1, shall be exercisable, in whole or in part, commencing one six months (16) year after the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ [120125% of the public offering price of the Public Securities]. The Underwriter’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 5110(g) against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 51105110(g).

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter the Representative on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities Shares sold in the Offering, including all Option Shares Offering (the “Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by the Underwriter’s Warrant Agreement Agreement, in the form attached hereto as Exhibit AB, shall be exercisable, in whole or in part, pursuant to FINRA Rule 5110(g)(1), commencing one three hundred sixty (1360) year days after the effective date of the Registration Statement (the “Effective Date Date”) and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ [120●] [125% of the public per Share offering price of the Public Securitiesprice]. The Underwriter’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter the Representative on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 108.5% of the amount of Public Securities sold in the Offering, including all Option Shares but excluding any warrants issued in the Offering (the “Underwriter’s Underwriters’ Warrants”). The Underwriter’s Warrants Underwriters’ Warrants, as evidenced by the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing one (1) year after on the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ [1205.25, which is 100% of the public offering price of the Public Securities]. The Underwriter’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter understands Underwriters understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its the acceptance thereof shall agree that it they will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities sold in the Offering, including all Option Shares (the “Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing one (1) year after the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ 6.00 [120% of the public offering price of the Public Securities]. The Underwriter’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter the Representative on the Closing Date and Option Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities Firm Shares and Options Shares, respectively, sold in the Offering, including all Option Shares Offering (the “Underwriter’s Underwriters’ Warrants”). The Underwriter’s Underwriters’ Warrants as evidenced by the Underwriter’s Underwriters’ Warrant Agreement Agreement, in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing one twelve (112) year months after the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $[_______ ] [120125% of the public per Share offering price of the Public Securitiesprice]. The Underwriter’s Underwriters’ Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110. Notwithstanding anything in this Agreement to the contrary, the Warrant Securities may not be sold, transferred, assigned, pledged or hypothecated prior to the date that is three hundred sixty-five (365) days immediately following the Effective Date.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter on the Closing Date and each Option Closing Date, warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities sold in the Offering, including all Offering on the Closing Date and 10% of the amount of the Option Shares sold on each Option Closing Date (the “Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing one hundred eighty (1180) year after days immediately following the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ [120% of the public offering price of the Public Securities]$ . The Underwriter’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter the Underwriters (and/or their respective designees) on the Closing Date warrants and each Option Closing Date, as the case may be, Warrants to purchase that number an aggregate of four percent (4%) of the shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities sold in the Offering, including all Option Shares issued at such closing (the “Underwriter’s Underwriters’ Warrants”). The Underwriter’s Underwriters’ Warrants as evidenced by the Underwriter’s Warrant Agreement shall be substantially in the form attached of Annex I hereto as Exhibit A, and shall be exercisable, in whole or in part, commencing one (1) year 180 days after the Effective Date and expiring five (5) years after on the three-year anniversary of the Effective Date Date, at an initial exercise price per share of Common Stock of $_______ [120% 4.36 per share, which is equal to one hundred and twenty-five percent (125%) of the public offering price of the Public Securities]Firm Shares issued at such closing. The Underwriter’s Underwriters’ Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) of the Underwriters’ Warrants are sometimes hereinafter referred to herein collectively as the “Warrant Underwriters’ Securities.” The Underwriter understands Firm Shares, the Firm Warrants, the shares of Common Stock underlying the Firm Warrants, the Option Shares, the Option Warrants, the shares of Common Stock underlying the Option Warrants and agrees that there the Underwriters’ Securities are significant restrictions pursuant hereinafter referred to FINRA Rule 5110 against transferring collectively as the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant “Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.”

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter the Underwriters (and/or their respective designees) on the Closing Date and on any Option Closing Date, as the case may be, warrants to purchase that a number of shares of Common Stock equal to an aggregate of 107% of the amount total number of Public Securities sold in Shares issued on the OfferingClosing Date or Option Closing Date, including all Option Shares as applicable (the “Underwriter’s Underwriters’ Warrants”), the maximum amount of Underwriters’ Warrants issuable hereunder being set forth opposite the Underwriters’ respective names on Schedule B attached hereto. The Underwriter’s Underwriters’ Warrants as evidenced by the Underwriter’s Warrant Agreement shall be substantially in the form attached of Annex I hereto as Exhibit A, and shall be exercisable, in whole or in part, commencing one (1) year 180 days after the Effective Date and expiring five (5) years after on the five-year anniversary of the Effective Date Date, at an initial exercise price of $[●] per share of Common Stock of $_______ [120% Stock, which is equal to one hundred and ten percent (110%) of the public offering price of the Public Securities]one Firm Share. The Underwriter’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) of the Underwriters’ Warrants are sometimes hereinafter referred to herein collectively as the “Underwriters’ Warrant Shares” and, together with the Underwriters’ Warrants, the “Underwriters’ Securities.” The Underwriter understands Shares and agrees that there the Underwriters’ Securities are significant restrictions pursuant hereinafter referred to FINRA Rule 5110 against transferring collectively as the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant “Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110”.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities sold in the Offering, including all Option Shares (the “Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing one hundred eighty (1180) year days after the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ [120% of the public offering price of the Public Securities]6.25. The Underwriter’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter MDB on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities sold in the Offering, including all Option Shares (the “Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit AAnnex 1, shall be exercisable, in whole or in part, commencing one hundred eighty (1180) year days after the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ 5.625 [120125% of the per share public offering price of the Public Securities]. The Underwriter’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter understands MDB and agrees its designees understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 5110(g) against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 51105110(g).

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Managing Underwriter on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities sold in the Offering, including all Option Shares (the “Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing one hundred eighty (1180) year days after the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ [120% of the public offering price of the Public Securities]6.25. The Underwriter’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Managing Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 108.5% of the amount of Public Securities sold in the Offering, including all Option Shares (but excluding any warrants issued in the Offering(the “Underwriter’s Warrants”). The Warrants”).The Underwriter’s Warrants Warrants, as evidenced by the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing one (1) year after on the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $[_______ [120], which is 100% of the public offering price of the Public Securities]. The Underwriter’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter the Underwriters (and/or their designees) on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities Shares sold in the Offering, including all Option Shares Offering (the “Underwriter’s Underwriters’ Warrants”). The Underwriter’s Underwriters’ Warrants as evidenced by the Underwriter’s Underwriters’ Warrant Agreement in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing one hundred eighty (1180) year days after the effective date of the Registration Statement (the “Effective Date Date”) and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ [120●]) (125% of the public offering price of the Public Securities]Shares). The Underwriter’s Underwriters’ Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Each Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to the Underwriter on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 1020% of the amount of Public Securities sold in the Offering, including all Option Shares (the “Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing one hundred eighty (1180) year days after the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ [120125% of the public offering price of the Public Securities]. The Underwriter’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter the Underwriters (and/or their respective designees) on the Closing Date warrants and each Option Closing Date, as the case may be, Warrants to purchase that number an aggregate of 6.5% of the shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities sold in the Offering, including all Option Shares issued at such closing (the “Underwriter’s Underwriters’ Warrants”). The Underwriter’s Underwriters’ Warrants as evidenced by the Underwriter’s Warrant Agreement shall be substantially in the form attached of Annex I hereto as Exhibit A, and shall be exercisable, in whole or in part, commencing one (1) year 180 days after the Effective Date and expiring five (5) years after on the five-year anniversary of the Effective Date Date, at an initial exercise price per share of Common Stock of $_______ [120% ·] per share, which is equal to one hundred and ten percent (110%) of the initial public offering price of the Public Securities]shares of Common Stock issued at such closing. The Underwriter’s Underwriters’ Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) of the Underwriters’ Warrants are sometimes hereinafter referred to herein collectively as the “Warrant Underwriters’ Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring Firm Units, the Warrant Securities and by its acceptance thereof shall agree that it will notshares of Common Stock underlying the Firm Units, sellthe Firm Warrants, transferthe shares of Common Stock underlying the Firm Warrants, assign, pledge or hypothecate the Warrant Option Securities, or any portion thereof, or be the subject shares of any hedging, short sale, derivative, put or call transaction that would result in Common Stock underlying the effective economic disposition of such securities other than in accordance with FINRA Rule 5110Option Warrants and the Underwriters’ Securities are hereinafter referred to collectively as the “Securities.”

Underwriter’s Warrants. The Company hereby agrees to issue and sell to Underwriter MDB on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities sold in the Offering, including all Option Shares (the “Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit AAnnex 1, shall be exercisable, in whole or in part, commencing one hundred eighty (1180) year days after the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ 6.25 [120125% of the per share public offering price of the Public Securities]. The Underwriter’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter understands MDB and agrees its designees understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 5110(g) against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 51105110(g).