Common use of Purchase Warrants Clause in Contracts

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters on the Closing Date an option (“Underwriter’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, representing 7% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 $[•], which is equal to 125% of the initial public offering price of the Firm Shares. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant 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 sell, transfer, assign, pledge or hypothecate the Underwriter’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s WarrantWarrants”) for the purchase of an aggregate of [•__] shares of Common Stock, representing 73% of the number of Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriteragreement(s) representing the Representative’s Warrant agreementWarrants, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one six (16) year 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 $[•__], which is equal to 125125.0% of the initial public offering price of the Firm SharesUnits. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares)Public Securities, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year 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 $[•], which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option and Option Closing Date, as applicable, a warrant (“UnderwriterRepresentative’s Warrant”) for the to purchase of up to an aggregate of [•●] shares of Common StockADSs, representing 75% of the Firm Shares (excluding the Option Shares)Public Securities, for an aggregate purchase price of the Representative’s Warrant of $100.00. The Underwriter, to be issued pursuant to a Representative’s Warrant agreementAgreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), which Representative’s Warrant shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year days after the effective date (“Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock ADS of $[•●], which is equal to one hundred twenty five percent (125% %) of the initial public offering price of the Firm SharesADSs. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock Firm ADSs 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 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option Date, or Option Closing Date, as applicable (“UnderwriterRepresentative’s WarrantWarrants”) ), five-year warrants for the purchase of an aggregate a number of [•] shares the Shares equal to 7.0% of Common Stock, representing 7% the number of the Firm Shares (excluding issued in the Option Shares)Offering, for an aggregate purchase price of $100.00. The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)A, shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 $[•], which is equal to 125___ (or 100% of the initial public offering price of the per Firm SharesShare). The UnderwriterRepresentative’s Warrant Agreement Warrants and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement Warrants and the underlying shares of Common Stock 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 UnderwriterRepresentative’s Warrant AgreementWarrants, 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 connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•●] shares of Common Stock, representing 7Stock (which is equal to an aggregate of 5% of the Firm Shares (excluding Securities sold in the Option SharesOffering), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 $[•●], which is equal to 125% of the initial public offering price of the each Firm SharesShare. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters (and/or their designees) on the Closing Date an option a warrant (the “Underwriter’s WarrantUnderwriters’ Warrants”) for the to purchase a number of an aggregate of [•] shares of Common Stock, Stock representing 75% of the Firm Shares (excluding the Option Shares), as set forth opposite their respective names on Schedule 1 attached hereto, for an aggregate purchase price of $100.00________. The Underwriter’s Underwriters’ Warrant agreementagreements, in the form attached hereto as Exhibit A (the each, a “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 $[•], which is equal to 125% of the initial public offering price of the Firm Shares_____. The Underwriter’s Warrant Agreement Agreements and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Underwriters’ Securities.” The Representative ”. Each of the Underwriters understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Agreements 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 sell, transfer, assign, pledge or hypothecate the Underwriter’s its 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, representing 74% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Closing Date and expiring on the five-year anniversary of the Effective Closing Date at an initial exercise price per share of Common Stock of $[•], which is equal to 125% of the initial public offering price per share of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrant, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•●] shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares)Public Securities, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year 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 $[•●], which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option and Option Closing Date, as applicable, a warrant (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate number of [•] shares of Common Stock, Stock representing 7% ten percent (10%) of the Firm Shares (excluding the Option Shares)Public Securities, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year 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 $[•]____, which is equal to 125165% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after immediately 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 UnderwriterRepresentative’s 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 immediately following the Effective Date date of effectiveness or commencement of sales of the offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s Warrant”) for the to purchase of up to an aggregate of [•] shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The UnderwriterIn the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant agreement, for the purchase of an aggregate number of shares of Common Stock equal to five percent (5%) of the Option Shares sold on such Option Closing Date. Each Representative’s Warrant will be issued in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), and shall be exercisableexercisable at any time and from time to time, in whole or in part, commencing on a date which is one hundred eighty (1180) year days after the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) and expiring on the five-four (4) year anniversary of the date that is one hundred and eighty (180) days after the Effective Date at an initial exercise price per share of Common Stock of $[•], which is equal to one hundred twenty five percent (125% %) of the initial public offering price per share of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than except as provided in paragraph (ie)(2) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealerFINRA Rule 5110; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•●] shares of Common Stock, representing 75% of the Firm Shares sum of (i) the number of shares of Common Stock contained in the Class A Units sold in this offering and (ii) the number of shares of Common Stock issuable upon conversion of the Preferred Stock contained in the Class B Units sold in this offering, if any, but excluding shares of Common Stock underlying the Option Shares)Warrants issued in this offering and shares of Common Stock (and shares of Common Stock underlying any Warrants) sold, if any, upon exercise of the underwriter’s Over-allotment Option, for an aggregate purchase price of $100.00[ ]. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 $[•●], which is equal to 125% of the initial public offering price of the Firm SharesClass A Units sold in this offering. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s WarrantWarrants”) for the purchase of an aggregate of [•●] shares of Common Stock, representing 7% five percent (5%) of the number of Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriteragreement(s) representing the Representative’s Warrant agreementWarrants, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one six (16) year 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 $[•●], which is equal to 125125.0% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representatives (and/or their designees) on the Closing Date an option (“Underwriter’s WarrantRepresentatives’ Warrants”) for the purchase of an aggregate of [•●] shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriter’s Representatives’ Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Representatives’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 $[•●], which is equal to 125120% of the initial public offering price of the Firm Shares. The Underwriter’s Representatives’ Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Representatives’ Securities.” The Representative understands Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Representatives’ Warrant 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 sell, transfer, assign, pledge or hypothecate the Underwriter’s Representatives’ 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•*] shares of Common Stock, representing 7Stock (which is equal to an aggregate of 5.0% of the Firm Shares (excluding the Option and Pre-Funded Warrant Shares), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one six (16) year months after the Effective Date and expiring on the five-five year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[•*], which is equal to 125110.0% of the initial public offering price of the Firm Shareseach Share. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Shares”) are sometimes hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrant, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representatives (and/or their designees) on the Closing Date an option (“Underwriter’s WarrantRepresentatives’ Warrants”) for the purchase of an aggregate of [•●] shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriter’s Representatives’ Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Representatives’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 $[•●], which is equal to 125120% of the initial public offering price of the Firm Shares. The Underwriter’s Representatives’ Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Representatives’ Securities.” The Representative understands Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Representatives’ Warrant 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 sell, transfer, assign, pledge or hypothecate the Underwriter’s Representatives’ 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option Date, or Option Closing Date, as applicable (“UnderwriterRepresentative’s WarrantWarrants”) ), five-year warrants for the purchase of an aggregate a number of [•] shares of Common Stock, representing 7Stock equal to 7.0% of the number of the Firm Shares (excluding issued in the Option Shares)Offering, for an aggregate purchase price of $100.00. The Underwriter’s Warrant agreement, pursuant to a warrant in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)A, shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 $[•], which is equal to ___ (or 125% of the initial public offering price of the per Firm SharesShare). The UnderwriterRepresentative’s Warrant Agreement Warrants and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement Warrants 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrants, 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 connection with the Offering, or (ii) a bona fide officer officer, partner, registered person or partner affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. The Representative understands and agrees that the Representative’s Warrants are exercisable or convertible commencing upon the Closing Date and will not be exercisable or convertible for more than five years from the commencement of sales of the Offering.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representatives (and/or their respective designees) on the Closing Date an option warrants (the “Underwriter’s WarrantRepresentatives’ Warrants”) exercisable for the purchase of an aggregate of [•●] shares of Common Stock, Stock (or [●] shares of Common Stock if the Underwriters exercise the Over-allotment Option in full) representing 75% of the Firm Shares (excluding aggregate number of shares of Common Stock sold in the Option Shares), for an aggregate purchase price of $100.00. The Underwriter’s Warrant Offering pursuant to a warrant agreement, substantially in the form attached hereto as Exhibit A (the “Underwriter’s Representatives’ Warrant Agreement”), . Each Representatives’ Warrant entitles the holder thereof to purchase shares of Common Stock at the exercise price thereof. The Representatives’ Warrant shall be exercisable, in whole or in part, commencing on a date which is one six (16) year months after the Effective Date and expiring on the five-year fifth anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[•]●] per share, which is equal to 125110% of the initial public offering price of the Firm Underwritten Shares. The Underwriter’s Representatives’ Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Representatives’ Securities.” The Representative ”. Each of the Representatives understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring on the Underwriter’s transfer of the Representatives’ Warrant Agreement and the underlying shares of Common Stock issuable upon exercise of the Representatives’ Warrant during the one hundred eighty (180) days after day period commencing on the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementRepresentatives’ 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 to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representatives’ Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•____] shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock equal to five percent (5%) of the Option Shares sold on such Option Closing Date. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year 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 $[•____], which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s WarrantWarrants”) for the purchase of an aggregate of [•●] shares of Common Stock, representing 7% three percent (3%) of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriter’s Warrant pursuant to a warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), . The Representative’s Warrants shall be exercisable, in whole or in part, commencing on a date which is one six (16) year 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 $[•●], which is equal to one hundred twenty-five percent (125% %) of the initial public offering price of the Firm SharesUnits. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring upon transfer of the UnderwriterRepresentative’s Warrant Agreement Warrants and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred eighty (180) days day period after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrants, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representatives (and/or their designees) on the Closing Date an option warrants (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall provide for the Representative’s Warrant to be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Date hereof and expiring on the five-year anniversary of the Effective Date effective date of the Registration Statement at an initial exercise price per share of Common Stock of $[•], which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date effective date of the Registration Statement and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrant, 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•●] shares of Common Stock, representing 7Stock (which is equal to an aggregate of 5% of the Firm Shares (excluding sold in the Option SharesOffering), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreementAgreement, in the form attached hereto as Exhibit A B (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which that is one (1) year 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 $$ [•●], which is equal to 125% of the initial public offering price of the per Firm SharesUnit. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. “Effective Date” shall mean the date that the Commission declares the Registration Statement effective.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s Warrant”) for the to purchase of up to an aggregate of [•] shares of 50,000 Common StockShares, representing 75% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The UnderwriterIn the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant agreement, for the purchase of an aggregate number of shares of Common Shares equal to five percent (5%) of the Option Shares sold on such Option Closing Date. Each Representative’s Warrant will be issued in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)A, and shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year days after the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) and expiring on the five-five (5) year anniversary of the Effective Date at an initial exercise price per share of Common Stock Share of $[•]5.00, which is equal to one hundred twenty five percent (125% of the initial public offering price %) of the Firm SharesShare public offering price. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock 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 UnderwriterRepresentative’s Warrant AgreementWarrant, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s Warrant”) exercisable for the purchase of an aggregate of [•] shares of Common Stock, 123,529 Ordinary Shares (or 142,058 Ordinary Shares if the Underwriters exercise the Over-allotment Option in full) representing 73% of the aggregate number of Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriter’s Warrant pursuant to a warrant agreement, substantially in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”). Each Representative’s Warrant entitles the holder thereof to purchase one Ordinary Share at the exercise price thereof, with such Ordinary Share being deposited upon issuance with the Depositary (as defined herein) in exchange for an ADS. The Representative’s Warrant shall be exercisable, in whole or in part, commencing on a date which is one six (16) year 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 $[•]4.25 per share, which is equal to 125100% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement Warrant, the Ordinary Shares and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring on the Underwritertransfer of the Representative’s Warrant Agreement and the underlying shares ADSs issuable upon exercise of Common Stock the Representative Warrant during the one hundred eighty (180) days after day period commencing on the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrant, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] 50,090 shares of Common Stock, representing 75% of the Firm Shares Public Securities (except as otherwise indicated on Schedule 3 hereto and excluding the Option Shares, unless the over-allotment is exercised), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year 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 $[•]3.75, which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•[ ] shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares)and Pre-Funded Warrants, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreementWarrant, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)A, shall be exercisable, in whole or in part, commencing on a date which is one six (16) year 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 $[•[ ], which is equal to 125% of the initial public offering price of the per Firm SharesShare. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are together hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrant, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Underwriter (and/or its designees) on the Closing Date and each Option Closing Date, if any, an option (“Underwriter’s Warrant”) for the purchase of an aggregate of [•] a number of shares of Common Stock, representing 76% of the Firm Shares (included in the Firm Units sold on the Closing Date and 6% of the Additional Shares sold on each Option Closing Date, if any, excluding shares purchased by the Option Shares), Underwriter for an aggregate purchase price the account of $100.00any of the persons listed on Schedule 3 to this Agreement. The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A D (the ““ Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a the date which that is one (1) year 180 days after the Effective Date (as defined below) and expiring on the fivefour-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[•], which is equal to 125% of the initial public offering price of the Firm Shares. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Representative Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant 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 sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementWarrant, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a Common Share Purchase Warrant (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•l] shares Common Shares (which is equal to an aggregate of Common Stock, representing 75% of the Firm Shares (excluding sold in the Option SharesOffering), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), . The Representative’s Warrant shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 Share of $[•l], which is equal to 125% of the initial public offering price of the each Firm SharesShare. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are sometimes hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock 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 UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option two separate warrants (collectively, the “UnderwriterRepresentative’s WarrantWarrants”) for the purchase of an aggregate of [•] shares of Common Stock, representing 7% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriterfirst of the Representative’s Warrant agreementWarrants is a warrant for the purchase of an aggregate of 12,000 shares of Series A Preferred Stock, collectively representing a number of shares of Series A Preferred Stock equal to 1% of the Firm Shares (the “Representative’s Warrants for Series A Preferred Stock”). The second of the Representative’s Warrants is a warrant for the purchase of an aggregate of 36,000 Warrants, each exercisable to purchase one share of Common Stock at an initial exercise price of $5.00 per share of Common Stock, collectively representing a number of Warrants equal to 1% of the Firm Warrants (the “Representative’s Warrants for Common Stock Warrants”). The warrant agreement for the Representative’s Warrants for Series A Preferred Stock, in the form attached hereto as Exhibit A A-1 (the “UnderwriterRepresentative’s Warrant AgreementAgreement for Series A Preferred Stock”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below) and expiring on the five-year anniversary of the Effective Date, at an initial exercise price per share of Series A Preferred Stock of $24.97. The warrant agreement for the Representative’s Warrants for Common Stock Warrants, in the form attached hereto as Exhibit A-2 (the “Representative’s Warrant Agreement for Common Stock Warrants”, and together with the Representative’s Warrant Agreement for Series A Preferred Stock, the “Representative’s Warrant Agreements”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (180) days after the Effective Date and expiring on the five-year anniversary of the Effective Date Date, at an initial exercise price per Representative’s Warrant for Common Stock Warrant of $0.01. Underlying each Representative’s Warrant for Common Stock Warrant shall be a Warrant that is the same Warrant as the Public Warrants being offered and sold in the Offering, with the same terms and conditions as the Public Warrants, including the initial Exercise Price (as such term is defined in the Public Warrants) of each such Warrant underlying the Representative’s Warrants for Common Stock Warrants shall be $5.00 per share of Common Stock of $[•], which is equal to 125% (the “Underlying Common Stock Warrants”). The Underlying Common Stock Warrants issued upon exercise of the initial public offering price of Representative’s Warrant for Common Stock Warrants shall be governed by the Firm Shareswarrant agency agreement (including all annexes and attachments thereto) between the Company and Mountain Share Transfer, LLC, as warrant agent (the “Warrant Agent”), to be executed and delivered by the Company and the Warrant Agent on or prior to the Closing Date, substantially in the form thereof (including the annexes and attachments thereto) filed as Exhibit 4.4 to the Registration Statement (together with all annexes and attachments thereto, the “Warrant Agency Agreement”). The UnderwriterRepresentative’s Warrant Agreement for Series A Preferred Stock and the Representative’s Warrants for Series A Preferred Stock represented thereby, the Representative’s Warrant Agreement for Common Stock Warrants and the Representative’s Warrants for Common Stock Warrants represented thereby, the shares of Series A Preferred Stock issuable upon exercise of the Representative’s Warrants for Series A Preferred Stock pursuant to the Representative’s Warrant Agreement for Series A Preferred Stock, and the Preferred Conversion Shares issuable upon conversion of such shares of Series A Preferred Stock pursuant to the Certificate of Designation, the Underlying Common Stock Warrants issuable upon exercise of the Representative’s Warrants for Common Stock Warrants pursuant to the Representative’s Warrant Agreement for Common Stock Warrants, and the shares of Common Stock issuable upon exercise thereof of the Common Stock Warrants pursuant to the Warrant Agency Agreement are hereinafter referred to together collectively as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock Securities during the one hundred eighty (180) days after immediately following the Effective Date and by its acceptance thereof shall agree that it will the Representative’s Securities shall not sell, transfer, assign, pledge or hypothecate be sold during the Underwriter’s Warrant AgreementOffering, or any portion thereofsold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities the Representative’s Securities by any person for a period of one hundred eighty (180) days immediately following the Effective Date to anyone other than (i) an Underwriter or a selected dealer Date, except as provided for in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsFINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Placement Agent (and/or its designees) on the Closing Date an option (“UnderwriterPlacement Agent’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares)Units purchased by Investors other than Referred Investors, for an aggregate purchase price of $100.00. The UnderwriterPlacement Agent’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterPlacement Agent’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the first anniversary of 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 $[•], which is equal to 125% of the initial public offering price of the Firm Sharesper Unit. The UnderwriterPlacement Agent’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterPlacement Agent’s Securities.” The Representative Placement Agent understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterPlacement Agent’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the effective date of the Registration Statement (as defined below) (the “Effective Date Date”) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterPlacement Agent’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Placement Agent or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option and Option Closing Date, as applicable, one or more warrants, with each such warrant being exercisable to purchase one Common Share (“Underwriter’s collectively, the "Representative's Warrant”) for "). The aggregate number of Representative's Warrants to be issued to the purchase of an aggregate of [•] shares of Common Stock, representing 7Representative shall represent 5% of the Firm Shares (excluding and Firm Pre-Funded Warrants purchased on such Closing Date and 5% of the Option Shares)Shares and Option Pre-Funded Warrants purchased on any such Option Closing Date, for an aggregate purchase price of $100.00. The Underwriter’s Representative's Warrant agreement, in the form attached hereto as Exhibit A B (the “Underwriter’s "Representative's Warrant Agreement”"), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year 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 Share of $[•]0.8125, which is equal to 125% of the initial public offering price of the Firm Shares. The Underwriter’s Representative's Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s "Representative's Securities.” " The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Representative's Warrant Agreement and the underlying shares of Common Stock Shares during the one hundred eighty (180) days after the Effective Date Date, and additional restrictions imposed on transferring the Representative's Warrant Agreement while the Common Shares are listed on the TSX Venture Exchange (the "TSXV") and by its the Representative's acceptance thereof shall agree that it that: (A) the Representative will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementRepresentative's Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative or of any such Underwriter or selected dealer, or (iii) as otherwise expressly permitted by FINRA Rule 5110(g); and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative's 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 the securities, to anyone other than (i) an affiliate or employee (within the meaning of policies of the TSXV) of the Representative or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s WarrantWarrants”) for the purchase of an aggregate of [•●] shares of Common StockOrdinary Shares, representing 75.0% of the number of Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriteragreement(s) representing the Representative’s Warrant agreementWarrants, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one six (16) year 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 Ordinary Share of $[•●], which is equal to 125125.0% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock 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 UnderwriterRepresentative’s Warrant AgreementWarrants or any underlying Shares, or any portion thereof, or nor will they 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 connection with the Offering, or (ii) a bona fide officer or partner partner, affiliate or associated person of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to each of the Underwriters (and/or its designees) on the Closing Date an option a warrant (“Underwriter’s Underwriters’ Warrant”) for the purchase of an aggregate of [•] 1,495,592 shares of Common Stock, representing 74% of the Firm Shares (excluding aggregate number of shares of Common Stock sold in the Option Shares), for an aggregate purchase price of $100.00. The Underwriter’s Warrant agreement, Offering pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Underwriter’s Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one six (16) year 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 $[•]0.325, which is equal to 125130% of the initial public offering price of the Firm Shares. The Underwriter’s Underwriters’ Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Underwriters’ Securities.” The Representative understands Underwriters understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Underwriters’ Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) 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’ 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) 180 days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Underwriters or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option and Option Closing Date, as applicable, a warrant (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate number of [•] shares of Common Stock, Stock representing 7% ten percent (10%) of the Firm Shares (excluding the Option Shares)Public Securities, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year 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 $[•]_6.60, which is equal to 125165% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after immediately 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 UnderwriterRepresentative’s 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 immediately following the Effective Date date of effectiveness or commencement of sales of the offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] 64,286 shares of Common Stock, representing 74.5% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one six (16) year months after the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) and expiring on the fivedate that is four and one-year anniversary of half years after the Effective Date at an initial exercise price per share of Common Stock of $[•]8.75, which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] 111,108 shares of Common Stock, representing 7Stock (which is equal to an aggregate of 5.0% of the Firm Shares (excluding the Option and Pre-Funded Warrant Shares), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one six (16) year months after the Effective Date and expiring on the five-five year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[•]5.94, which is equal to 125110.0% of the initial public offering price of the Firm Shareseach Share. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Shares”) are sometimes hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrant, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option two separate warrants (the “Underwriter’s WarrantWarrants”) for the purchase of an aggregate of [•] shares of Common Stock, representing 7% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The first of the Underwriter’s Warrant agreementWarrants is a warrant for the purchase of an aggregate of 2,000 Series A Preferred Shares, representing a total equal to 1% of the Firm Shares (the “Underwriter’s Firm Warrants for Preferred Shares”). The second of the Underwriter’s Warrants is a warrant for the purchase of an aggregate of 16,000 warrants each exercisable into one Common Share, representing a total equal to 1% of the Firm Warrants (the “Underwriter’s Firm Warrants for Common Shares Warrants”). The warrant agreement for the Underwriter’s Firm Warrants for Preferred Shares, in the form attached hereto as Exhibit A A-1 (the “Underwriter’s Warrant AgreementAgreement for Series A Preferred Shares”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below) and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Series A Preferred Share of $24.92. The warrant agreement for the Underwriter’s Firm Warrants for Common Share Warrants, in the form attached hereto as Exhibit A-2 (the “Underwriter’s Warrant Agreement for Common Share Warrants”, and together with the Underwriter’s Warrant Agreement for Series A Preferred Shares, the “Underwriter’s Warrant Agreements”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (180) days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Underwriter’s Firm Warrant for Common Stock Shares Warrants of $[•], which is equal to 125% 0.01. Underlying each Underwriter’s Firm Warrant for Common Shares Warrant shall be a common share warrant with the same terms and conditions of the Public Warrants (defined above), including, the initial public offering price Exercise Price (as such term is defined in the Public Warrant) of the Firm Sharescommon share warrants shall be $1.40 per Common Share. The Underwriter’s Warrant Agreement Agreements and the shares of Common Stock Series A Preferred Shares and warrants issuable upon exercise thereof and the Preferred Conversion Shares issuable upon exercise of the Underwriter’s Firm Warrants for Preferred Shares and the Common Shares issuable upon conversion of such Preferred Shares and the Common Shares issuable upon exercise of the Underwriter’s Firm Warrants for Common Shares Warrants are hereinafter referred to together as the “Underwriter’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement Warrants and the underlying shares of Common Stock Series A Preferred Shares and warrants during the one hundred eighty (180) days after immediately following the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementWarrants and the Series A Preferred Shares and warrants shall not be sold during the Offering, or any portion thereofsold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities the Underwriter’s Warrants or the underlying Series A Preferred Shares and warrants by any person for a period of one hundred eighty (180) days immediately following the Effective Date to anyone other than (i) an Underwriter or a selected dealer Date, except as provided for in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsFINRA Rule 5110(g)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] 285,720 shares of Common Stock, representing 7% four percent (4%) of the Firm Shares Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (excluding and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock equal to four percent (4%) of the Option Shares)Shares sold on such Option Closing Date, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year days after the Effective Date and expiring on the five-year anniversary of the Effective Date Date, at an initial exercise price per share of Common Stock of $[•]0.875, which is equal to 125% of the initial public offering price of the Firm SharesPublic Securities. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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 to (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“Underwriter“ Representative’s WarrantWarrant ”) for the purchase of an aggregate of [•] ([•]) shares of Common Stock, representing 7which is equal to an aggregate of 5% of the shares of Common Stock underlying the Firm Shares Securities sold in the Offering (excluding the Option SharesFirm Warrants sold in the Offering), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter“ Representative’s Warrant AgreementAgreement ”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year from [__] [One Year from when the Registration Statement Goes Effective] after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share shares of Common Stock of $[•], which is equal to 125% of the initial public offering price of each share of Common Stock underlying the Firm SharesSecurities. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter“ Representative’s SecuritiesSecurities .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representatives (and/or their designees) on the Closing Date an option warrants (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•·] shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall provide for the Representative’s Warrant to be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Date hereof and expiring on the five-year anniversary of the Effective Date effective date of the Registration Statement at an initial exercise price per share of Common Stock of $[•·], which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date effective date of the Registration Statement and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrant, 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•●] shares of Common StockShares, representing 75% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Shares equal to five percent (5%) of the Option Shares sold on such Option Closing Date. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year 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 Share of $[•●], which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock 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 UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•·] shares of Common StockShares, representing 75% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Date effective date of the Offering and expiring on the five-year anniversary of the Effective Date effective date of the Offering at an initial exercise price per share of Common Stock Share of $[•·], which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are sometimes hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock Shares during the one hundred eighty (180) days first year after the Effective Date effective date of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) 180 days following the Effective Date effective date of the Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] ([•]) shares of Common Stock, representing 7which is equal to an aggregate of 5% of the shares of Common Stock underlying the Firm Shares Securities sold in the Offering (excluding the Option SharesFirm Warrants sold in the Offering), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share shares of Common Stock of $[•], which is equal to 125% of the initial public offering price of each share of Common Stock underlying the Firm SharesSecurities. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Underwriter (and/or its designees) on the Closing Date an option a warrant (“Underwriter’s Warrant”) for the purchase of an aggregate of [•] 549,020 shares of Common Stock, representing 7% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriter’s Warrant agreement, in the form attached hereto filed as Exhibit A an exhibit to the Registration Statement (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one six (16) year 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 $[•]1.59375, which is equal to 125% of the initial public offering price of the Firm SharesShares and Firm Warrants. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Representative Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant 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 sell, transfer, assign, pledge or hypothecate the Underwriter’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 $[•], which is equal to 125% of the initial public offering price per share of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option and Option Closing Date, as applicable, a warrant (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate number of [•] shares of Common Stock, Ordinary Shares representing 7% five percent (5%) of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00Public Securities. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year 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 Ordinary Share of $[•[ ], which is equal to 125110% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock Ordinary Shares during the one hundred eighty (180) days after immediately 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 UnderwriterRepresentative’s 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 immediately following the Effective Date date of effectiveness or commencement of sales of the offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s WarrantWarrants”) for the purchase of an aggregate of [•] shares of Common Stock, representing 76.0% of the number of Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriteragreement(s) representing the Representative’s Warrant agreementWarrants, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share shares of Common Stock of $[•], which is equal to 125110.0% of the initial public offering price of the Firm SharesShares and accompanying Firm Warrants. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option and Option Closing Date, as applicable, a warrant (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate number of [•] shares of Common Stock, Stock representing 75% of the Firm Shares (excluding the Public Securities purchased on such Closing Date or Option Shares)Closing Date, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A B (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year 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 $[•]1.25, which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after immediately 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 UnderwriterRepresentative’s 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 immediately following the Effective Date date of effectiveness or commencement of sales of the offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, representing 73% of the Firm Shares (excluding but not the Option Shares), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 $[•], which is equal to 125120% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementAgreement and the underlying shares of Common Stock, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, if any, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer, if any; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares)Public Securities, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the first anniversary of 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 $[•], which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•●] shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares)Public Securities, for an aggregate purchase price of $100.00[●]. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one six (16) year months after the effective date (the “Effective Date Date”) of the Registration Statement (as defined in Section 2.1.1 below) and expiring on the fivedate that is four and one-year anniversary of half years after the Effective Date at an initial exercise price per share of Common Stock of $[•●], which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] shares of Common StockShares, representing 75% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 Share of $[•], which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are sometimes hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock Shares during the one hundred eighty (180) days first year after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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 (1801) days year following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Underwriter (and/or its designees) on the Closing Date an option a warrant (“Underwriter’s Warrant”) for the purchase of an aggregate of [•] ●]1 shares of Common Stock, representing 7% of the Firm Shares (excluding including the Option SharesShares if they are purchased), for an aggregate purchase price of $100.00. The Underwriter’s Warrant agreement, in the form attached hereto filed as Exhibit A an exhibit to the Registration Statement (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 $[•●], which is equal to 125% of the initial public offering price of the Firm SharesShares and Firm Warrants. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Representative Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant 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 sell, transfer, assign, pledge or hypothecate the Underwriter’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] 112,500 shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares)Public Securities, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year 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 $[•]10.00, which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner partner, registered person or affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares)Public Securities, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after from the Effective Date and expiring on the five-fifth (5th) year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[•], which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s WarrantWarrants”) for the purchase of an aggregate of [•] 130,120 shares of Common Stock, representing 73% of the number of Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriteragreement(s) representing the Representative’s Warrant agreementWarrants, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one six (16) year 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 $[•]5.1875, which is equal to 125125.0% of the initial public offering price of the Firm SharesUnits. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00Public Securities. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year 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 $[•], which is equal to 125% of the initial public offering price of the Firm Shares. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s WarrantWarrants”) for the purchase of an aggregate of [•] 60,000 shares of Common Stock, representing 7% six percent (6%) of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriter’s Warrant pursuant to a warrant agreement, representing the Representative’s Warrants, substantially in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), . The Representative’s Warrants shall be exercisable, in whole or in part, commencing on a date which is one six (16) year 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 $[•]4.15, which is equal to 125% one hundred percent (100%) of the initial public offering price of the Firm SharesUnits. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring upon transfer of the UnderwriterRepresentative’s Warrant Agreement Warrants and the underlying shares of Common Stock issuable upon the exercise of the Representative’s Warrants during the one hundred and eighty (180) days day period after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrants, 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 and eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] 261,000 shares of Common Stock, representing 7% eight percent (8%) of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriter’s Warrant pursuant to a warrant agreement, substantially in the form attached hereto as Exhibit A hereto (the “UnderwriterRepresentative’s Warrant Agreement”) (excluding any Option Shares sold in the Over-Allotment Option, if any), . The Representative’s Warrant shall be exercisable, in whole or in part, commencing on a date which is one six (16) year 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 $[•]4.40, which is equal to 125110.0% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring upon transfer of the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock issuable upon exercise of the Representative’s Warrant during the one hundred eighty (180) days day period after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrant, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) (i) on the Closing Date an option a warrant (“UnderwriterClosing Date Representative’s WarrantWarrants”) for the purchase of an aggregate of [•] 150,000 shares of Common StockStock and (ii) on each Option Closing Date, representing 7if any, a warrant (together with the Closing Date Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 4.0% of the Firm number of Option Shares (excluding the issued on such Option Shares), for an aggregate purchase price of $100.00Closing Date. The Underwriteragreement(s) representing the Representative’s Warrant agreementWarrants, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one six (16) year 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 $[•]4.60, which is equal to 125115% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred and 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 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 and eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•·] shares of Common Stock, representing 74% of the shares of Common Stock underlying the Firm Shares (excluding the Option Shares)Units, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 Share of $[•·], which is equal to 125% of the initial public offering price of each Share underlying the Firm SharesUnits. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are sometimes hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days first year after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date and Option Closing Date, as applicable, an option (“UnderwriterRepresentative’s Warrant”) for the to purchase of an aggregate of [•] 62,585 shares of Common Stock, representing 7% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year 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 $[•]5.625, which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] 180,000 shares of Common Stock, representing 76% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriter, pursuant to the terms of the Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”). In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date an additional Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock equal to 6% of the Option Shares sold on such Option Closing Date. The Representative’s Warrants shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year days after the Effective Date commencement of sales in the Offering and expiring on the fivethree-year anniversary of the Effective Date such date at an initial exercise price per share of Common Stock of $[•]15.625, which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement Warrants and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date commencement of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrants, 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 in the Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] 2,000,000 shares of Common Stock, representing 75% of the Firm Shares sum of (i) the number of shares of Common Stock contained in the Class A Units sold in this offering and (ii) the number of shares of Common Stock issuable upon conversion of the Preferred Stock contained in the Class B Units sold in this offering, if any, but excluding shares of Common Stock underlying the Option Shares)Warrants issued in this offering and shares of Common Stock (and shares of Common Stock underlying any Warrants) sold, if any, upon exercise of the underwriter’s Over-allotment Option, for an aggregate purchase price of $100.00100. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 $[•]0.1875, which is equal to 125% of the initial public offering price of the Firm SharesClass A Units sold in this offering. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option and Option Closing Date, as applicable, a warrant (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate number of [•] shares of Common Stock, Ordinary Shares representing 7% five percent (5%) of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00Public Securities. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year 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 Ordinary Share of $[•], which is equal to 125100% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock Ordinary Shares during the one hundred eighty (180) days after immediately 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 UnderwriterRepresentative’s 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 immediately following the Effective Date date of effectiveness or commencement of sales of the offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“Underwriter’s Warrant”) for the purchase of an aggregate of [•] shares of 400,000 Common Stock, representing 7Shares (plus an additional 4% of the Firm Common Shares (excluding purchased at the Option Sharesclosing of the Over-allotment Option), for an aggregate purchase price of $100.00. The Underwriter’s Warrant agreementWarrant, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)A, shall be exercisable, in whole or in part, commencing on a date which is one (1) year after from the Effective Date (the “Commencement Date”) and expiring on the five-five year anniversary of the Effective Commencement Date at an initial exercise price per share of Common Stock Share of $[•]3.30, which is equal to 125110.0% of the initial public offering price of the Firm Shareseach Share. The Underwriter’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof (the “Underwriter’s Shares”) are sometimes hereinafter referred to together as the “Underwriter’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying shares of Common Stock 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 Warrant AgreementWarrant, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option and each Option Closing Date, as applicable, one or more warrants (each a “UnderwriterRepresentative’s Warrant” and together, the “Representative’s Warrants”) ), for the purchase of an aggregate number of [•] shares of Common Stock, Stock representing 7% five percent (5%) of the Firm Shares (excluding the Option Shares)Public Securities issued and sold on such date, for an aggregate purchase price of $100.00. The Underwriter’s Warrant agreement, pursuant to warrant agreements substantially in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), . The Representative’s Warrants shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year days after the Effective Date commencement of the sales pursuant to this Offering (the “Commencement Date”) and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[•●], which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement Warrants and the underlying shares of Common Stock issuable upon exercise of the Representative’s Warrants during the one hundred eighty (180) days day period after the Effective Commencement Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrants, 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 Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreements.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the first anniversary of 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 $[•], which is equal to 125% of the initial public offering price of the per Firm SharesUnit. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] 1,370,000 shares of Common Stock, representing 75% of the Firm Shares (excluding or up to an aggregate of 1,575,500 shares of Common Stock, if the Over-Allotment is exercised in full, representing 5% of the Firm Shares and Option Shares), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreementAgreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing beginning on a the date which that is one hundred eighty (1180) year days after the Effective Date commencement of sales of the Public Securities issued in connection with this Offering and expiring on the five-fifth (5th) year anniversary of the Effective Date commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[•]0.60, which is equal to 125120% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock during the for a period of one hundred eighty (180) days after immediately following the Effective Date commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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 immediately following the Effective Date commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide an officer or partner partner, registered person or affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•●] shares of Common Stock, representing 74.0% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00100. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one six (16) year month after the Effective Date and expiring on the five-four and a half year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[•●], which is equal to 125120.0% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days day period after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrant, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Underwriter (and/or its designees) on the Closing Date an option a warrant (“Underwriter’s Warrant”) for the purchase of an aggregate of [•[ ] shares of Common Stock, representing 7% of the Firm Shares (excluding including the Option SharesShares if they are purchased), for an aggregate purchase price of $100.00. The Underwriter’s Warrant agreement, in the form attached hereto filed as Exhibit A an exhibit to the Registration Statement (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one six (16) year months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share shares of Common Stock of $[•[ ], which is equal to 125% of the initial public offering price of the Firm Shares. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Representative Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant 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 sell, transfer, assign, pledge or hypothecate the Underwriter’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) in the form attached hereto as Exhibit A for the purchase of an aggregate of [•] ________ shares of Common Stock, representing 7Stock (which is equal to an aggregate of 5% of the Firm Shares (excluding Securities sold in the Option SharesOffering), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 $[•]____, which is equal to 125% of the initial public offering price of the each Firm SharesShare. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrant, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] 156,250 shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 $[•]6, which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock305,000 Shares, representing 75% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 Share of $[•]2.50, which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are sometimes hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock Shares during the one hundred eighty (180) days first year after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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 (1801) days year following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, representing 72.5% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The UnderwriterShares).The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share shares of Common Stock of $[•], which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•●] shares of Common Stock, representing 7% eight percent (8%) of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriter’s Warrant pursuant to a warrant agreement, substantially in the form attached hereto as Exhibit A hereto (the “UnderwriterRepresentative’s Warrant Agreement”) (excluding any Option Shares sold in the Over-Allotment Option, if any), . The Representative’s Warrant shall be exercisable, in whole or in part, commencing on a date which is one six (16) year 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 $[•●], which is equal to 125110.0% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring upon transfer of the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock issuable upon exercise of the Representative’s Warrant during the one hundred eighty (180) days day period after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrant, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option Date, or Option Closing Date, as applicable five-year warrants (“UnderwriterRepresentative’s WarrantWarrants”) for the purchase of an aggregate a number of the Shares equal to [•] shares ●]% of Common Stock, representing 7% the number of the Firm Shares (excluding the and Option Shares), for an aggregate purchase price of $100.00. The Underwriter’s Warrant agreementif any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)A, shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 $[•], which is equal to 125●] (or 120% of the initial public offering price of the per Firm SharesShare). The UnderwriterRepresentative’s Warrant Agreement Warrants and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement Warrants and the underlying shares of Common Stock 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 UnderwriterRepresentative’s Warrant AgreementWarrants, 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 connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, representing 75% of the Firm Shares (excluding sold in the Option Shares)Offering, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 $[•], which is equal to 125% of the initial public offering price of the each Firm SharesShare. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrant, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares)Public Securities, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year 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 $[•], which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner partner, registered person or affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares)Public Securities, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year 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 $[•], which is equal to 125150% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (the “UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] 47,923 shares of Common Stock, representing 73.0% of the Firm Shares quotient of the gross proceeds from this Offering (excluding any exercise of the Option Shares)over-allotment option) divided by $3.13, which is the last closing price of the Common Stock on the NYSE American LLC (“NYSE American”) prior to the execution of this Agreement, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred and eighty (1180) year 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 $[•]3.9125, which is equal to 125125.0% of $3.13, which is the initial public offering last closing price of the Firm SharesCommon Stock on the NYSE American prior to the execution of this Agreement. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after immediately following the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant Agreementand the underlying shares of Common Stock shall not be sold during the Offering, or any portion thereofsold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities the Representative’s Warrant or the underlying shares of Common Stock by any person for a period of one hundred eighty (180) days immediately following the Effective Date to anyone other than (i) an Underwriter or a selected dealer Date, except as provided for in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsFINRA Rule 5110(g)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s Warrant”) exercisable for the purchase of an aggregate of [•] shares of Common Stock, 258,823 Ordinary Shares (or 323,529 Ordinary Shares if the Underwriters exerciser the Over-allotment Option in full) representing 75% of the aggregate number of Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriter’s Warrant pursuant to a warrant agreement, substantially in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”). Each Representative’s Warrant entitles the holder thereof to purchase one Ordinary Share at the exercise price thereof, with such Ordinary Share being deposited upon issuance with the Depositary (as defined herein) in exchange for an ADS. The Representative’s Warrant shall be exercisable, in whole or in part, commencing on a date which is one six (16) year 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 $[•]4.25 per share, which is equal to 125100% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement Warrant, the Ordinary Shares and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring on the Underwritertransfer of the Representative’s Warrant Agreement and the underlying shares ADSs issuable upon exercise of Common Stock the Representative Warrant during the one hundred eighty (180) days after day period commencing on the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrant, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, representing 74% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year 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 $[•], which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•●] shares of Common Stock, representing 75.0% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one six (16) year 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 $[•●], which is equal to 125100.0% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days day period after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrant, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•____] shares of Common StockADSs, representing 75% of the Firm Shares (excluding the Option Shares)Public Securities, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year after days following the Effective Date date of effectiveness of the Registration Statement (as defined below) and expiring on the fivethree and one-half year anniversary of the Effective Date thereof at an initial exercise price per share of Common Stock ADS of $[•___], which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock ADSs during the one hundred eighty (180) days after following the Effective Date effectiveness of the Registration Statement (as defined below) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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 date hereof to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designee(s)) on the Closing Date an option a warrant, substantially in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s WarrantWarrants”) for the purchase of an aggregate of up to [•30,000] shares of Common Stock, representing 7% [3]% of the Firm Shares (excluding including the Option Shares), for an aggregate purchase price of $100.00100. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), Warrants shall be exercisableexercisable upon issuance, in whole or in part, commencing on a date which is one (1) year 180 days after the Effective Date commencement of sales of the Company’s securities in connection with the Offering (the “Commencement Date”) and expiring on shall be exercisable until the five-year anniversary of the Effective Commencement Date at an initial exercise price per share of Common Stock of $[•●], which is equal to 125120% of the initial public offering price of the Firm SharesSecurities. The UnderwriterRepresentative’s Warrant Agreement Warrants and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date Commencement Date, and by its acceptance thereof thereof, it shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrants, 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 (1801) days year following the Effective Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date, and the Option Closing Date an option if applicable, a warrant, in the form attached hereto as Exhibit B (“Underwriter’s "Representative's Warrant”) "), for the purchase of an aggregate of up to [•] shares of Common StockShares, representing 75% of the Firm Shares, Firm Pre-Funded Warrants, Option Shares (excluding the and Option Shares)Pre-Funded Warrants sold on such date, for an aggregate purchase price of $100.00. The Underwriter’s Representative's Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a the date which is one hundred eighty (1180) year days after the Effective Date and expiring on the five-year anniversary of the Effective Date Date, at an initial exercise price per share of Common Stock of $[•]] per Common Share, which is equal to 125% of the initial public offering price of the Firm Shares. The Underwriter’s Representative's Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s "Representative's Securities.” " The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Representative's Warrant Agreement and the underlying shares of Common Stock Shares during the one hundred eighty (180) days after the Effective Date Date, and additional restrictions imposed on transferring the Representative's Warrant while the Common Shares are listed on the TSX Venture Exchange (the "TSXV") and by its the Representative's acceptance thereof shall agree that it that: (A) the Representative will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementRepresentative's Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative or of any such Underwriter or selected dealer, or (iii) as otherwise expressly permitted by FINRA Rule 5110(g); and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative's Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to anyone other than (i) an affiliate or employee (within the meaning of policies of the TSXV) of the Representative or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] 63,889 shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares)Public Securities, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year 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 $[•]11.25, which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, Offering or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Underwriter (and/or its designees) on the Closing Date an option (“Underwriter’s Warrant”) for the purchase of an aggregate of [•] shares 153,600 Common Shares (which is equal to an aggregate of Common Stock, representing 74% of the Firm Shares (excluding sold in the Option SharesOffering, 4% of the Unit A Warrants sold in the Offering and 4% of the Unit B Warrants in the Offering), for an aggregate purchase price of $US$100.00. The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share Common Share of Common Stock of $[•]US$7.50, which is equal to 125100% of the initial public offering price of the each Firm SharesShare. The Underwriter’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are sometimes hereinafter referred to together as the “Underwriter’s Securities.” The Representative Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant Agreement and the underlying shares of Common Stock Shares during the one three hundred eighty sixty (180360) 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 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 three hundred eighty sixty (180360) days following the Effective Date to anyone other than (i) an the Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (the “UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] 500,000 shares of Common Stock, representing 75.0% of the Firm Shares aggregate number of shares of Common Stock sold as part of the Class A Units and shares of Common Stock into which the Preferred Stock sold as part of the Class B Units is convertible (excluding the Option SharesSecurities), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred and eighty (1180) year 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 $[•]0.625, which is equal to 125125.0% of the initial public offering price of the Firm Shareseach Class A Unit. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after immediately following the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant Agreementand the underlying shares of Common Stock shall not be sold during the Offering, or any portion thereofsold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities the Representative’s Warrant or the underlying shares of Common Stock by any person for a period of one hundred eighty (180) days immediately following the Effective Date to anyone other than (i) an Underwriter or a selected dealer Date, except as provided for in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsFINRA Rule 5110(g)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•●] shares of Common Stock, representing 71.25% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriter’s Warrant pursuant to a warrant agreement, substantially in the form attached hereto as Exhibit A hereto (the “UnderwriterRepresentative’s Warrant Agreement”) (excluding any Option Shares sold in the Over-Allotment Option, if any), . The Representative’s Warrant shall be exercisable, in whole or in part, commencing on a date which is one six (16) year 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 $[•●], which is equal to 125110.0% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring upon transfer of the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock issuable upon exercise of the Representative’s Warrant during the one hundred eighty (180) days day period after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrant, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option and Option Closing Date, as applicable, a warrant (“UnderwriterRepresentative’s Warrant”) for the to purchase of up to an aggregate number of [•] shares of Common Stock, ADSs representing 75% of the Firm Shares (excluding the Option Shares)Public Securities, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year days after the Effective Date and expiring on the fivefour-year anniversary of the Effective Date at an initial exercise price per share of Common Stock ADS of $[•●], which is equal to 125150% of the initial public offering price of the Firm SharesADSs. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of ADSs equal to five percent (5%) of the Option ADSs sold on such Option Closing Date. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock ADSs 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 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s Warrant”) exercisable for the purchase of an aggregate of [•] shares of Common Stock, ______ Ordinary Shares (or ______ Ordinary Shares if the Underwriters exercise the Over-allotment Option in full) representing 73% of the aggregate number of Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Underwriter’s Warrant pursuant to a warrant agreement, substantially in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”). Each Representative’s Warrant entitles the holder thereof to purchase one Ordinary Share at the exercise price thereof, with such Ordinary Share being deposited upon issuance with the Depositary (as defined herein) in exchange for an ADS. The Representative’s Warrant shall be exercisable, in whole or in part, commencing on a date which is one six (16) year 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 $[•]8.00 per share, which is equal to 125100% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement Warrant, the Ordinary Shares and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring on the Underwritertransfer of the Representative’s Warrant Agreement and the underlying shares ADSs issuable upon exercise of Common Stock the Representative Warrant during the one hundred eighty (180) days after day period commencing on the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrant, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, representing 74% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00$ . The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share shares of Common Stock of $[•], which is equal to 125150% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementAgreement and the underlying shares of Common Stock, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, if any, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer, if any; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“Underwriter’s Warrant”) for the purchase of an aggregate of [•__] shares of Common Stock, representing 7Stock (which is equal to an aggregate of 5.0% of the Firm Shares (excluding gross proceeds raised in the Option SharesOffering), for an aggregate purchase price of $100.00[__]. The Underwriter’s Warrant agreementWarrant, in the form attached hereto as Exhibit A (the “Underwriter’s Warrant Agreement”)A, shall be exercisable, in whole or in part, commencing on a date which is one (1) year after immediately from the Effective Date and expiring on the five-five year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[•__], which is equal to 125110.0% of the initial public offering price of the Firm Shareseach Share. The Underwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Underwriter’s Shares”) are sometimes hereinafter referred to together as the “Underwriter’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Underwriter’s Warrant 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 sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant AgreementWarrant, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option a warrant (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] 95,000 shares of Common Stock, representing 75% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year 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 $[•]12.50, which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant AgreementWarrant, 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 connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (the “UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] 150,502 shares of Common Stock, representing 73.0% of the Firm Shares quotient of the gross proceeds from this Offering (excluding any exercise of the Option Shares)over-allotment option) divided by $2.99, which is the last closing price of the Common Stock on the NYSE American LLC (“NYSE American”) prior to the execution of this Agreement, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred and eighty (1180) year 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 $[•]3.74, which is equal to 125125.0% of $2.99, which is the initial public offering last closing price of the Firm SharesCommon Stock on the NYSE American prior to the execution of this Agreement. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after immediately following the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s Warrant Agreementand the underlying shares of Common Stock shall not be sold during the Offering, or any portion thereofsold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities the Representative’s Warrant or the underlying shares of Common Stock by any person for a period of one hundred eighty (180) days immediately following the Effective Date to anyone other than (i) an Underwriter or a selected dealer Date, except as provided for in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsFINRA Rule 5110(e)(1).

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (the “UnderwriterRepresentative’s Warrant”) for to purchase from the purchase Company of an aggregate of [•] shares of Common Stock, representing 72.5% of the Firm Shares (excluding the Option SharesShares and the Shares of Common Stock underlying the Firm Warrants and the Option Warrants), for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share shares of Common Stock of $[•], which is equal to 125% of the initial public offering price of the Firm Shares. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant 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 sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (“UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock892,900 ADSs, representing 75% of the Firm Shares (excluding the Option Shares)Public Securities, for an aggregate purchase price of $100.00. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A B (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (1180) year after days following the Effective Date date of effectiveness of the Registration Statement (as defined below) and expiring on the fivethree and one-half year anniversary of the Effective Date thereof at an initial exercise price per share of Common Stock ADS of $[•]0.88, which is equal to 125% of the initial public offering price of the Firm SharesSecurities. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock ADSs during the one hundred eighty (180) days after following the Effective Date effectiveness of the Registration Statement (as defined below) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the UnderwriterRepresentative’s 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 date hereof to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Underwriters Representative (and/or its designees) on the Closing Date an option (the “UnderwriterRepresentative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, representing 7% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00____Ordinary Shares1. The UnderwriterRepresentative’s Warrant agreement, in the form attached hereto as Exhibit A (the “UnderwriterRepresentative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one six (16) year 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 $[•], which is Representative’s Warrant equal to 125% of the initial public offering price of the per Firm SharesUnit. The UnderwriterRepresentative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to together as the “UnderwriterRepresentative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the UnderwriterRepresentative’s Warrant Agreement and the underlying shares of Common Stock 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 UnderwriterRepresentative’s 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.