Common use of Purchase Warrants Clause in Contracts

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrants, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, exercisable, in whole or in part, commencing on the 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 Common Stock of $[●], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each Option Closing Datea warrant (“Representative’s Warrant”) to purchase up to an aggregate of [●] ADSs, as applicablerepresenting 5% of the Public Securities, one or more warrantsfor an aggregate purchase price of $100.00, to be issued pursuant to a Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, which Representative’s Warrant shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) 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 Firm ADS of $[●], which is equal to one hundred twenty five percent (125% %) of the initial public offering price of the Firm SharesADSs. The Representative’s Warrants Warrant Agreement and the shares of Common Stock ADSs issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrants, in the form attached hereto as Exhibit A a warrant (each a “Representative’s Warrant” and together”) to purchase up to an aggregate of [•] Common Shares, representing 5% of the Firm 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 Warrants”), to Warrant for the purchase of an aggregate number of shares of Common Stock representing Shares equal to five percent (5% %) of the Public Securities issued and Option Shares sold on such dateOption Closing Date. Each Representative’s Warrant will be issued in the form attached hereto as Exhibit A, for an aggregate purchase price of $100.00, and shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) 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 $[●•], which is equal to one hundred twenty five percent (125% of the initial public offering price %) of the Firm SharesShare public offering price. The Representative’s Warrants Warrant and the shares of Common Stock Shares issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant 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 Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrants, in the form attached hereto as Exhibit A an option (each a “Representative’s Warrant” and together, ”) for the “Representative’s Warrants”), to purchase of an aggregate number of [_____] shares of Common Stock Stock, representing 5% of the Public Securities issued and sold on such dateSecurities, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing beginning on the date which that is one hundred eighty (180) days after the Effective Date commencement of sales of the Public Securities (the “Initial Exercise Date”) issued in connection with this Offering and expiring on the five-fourth (4th) year anniversary of the Effective Initial Exercise 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 Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 officer or partner of the Representative or of any such Underwriter or selected dealer, or (iii) as otherwise expressly permitted by FINRA Rule 5110(e); and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designeesdesignee(s)) on the Closing Date and each Option Closing Datea warrant, as applicable, one or more warrants, substantially in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s Warrants”), to ) for the purchase of an aggregate number of up to 30,000 shares of Common Stock Stock, representing 53% of the Public Securities issued and sold on such dateFirm Shares (including the Option Shares), for an aggregate purchase price of $100.00, exercisable100. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on the a date which is one hundred eighty (180) 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 Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) 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 restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each a warrant or warrants (“Representative’s Warrant”) exercisable for an aggregate of [●] Common Shares (or [●]Common Shares if the Underwriters exercise the Over-allotment Option Closing Datein full) representing 3% of the number of Common Shares sold in the Offering pursuant to a warrant agreement, as applicable, one or more warrants, substantially in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), . Each Representative’s Warrant entitles the holder thereof to purchase of an aggregate number of shares of Common Stock representing 5% of Shares at the Public Securities issued and sold on such date, for an aggregate purchase exercise price of $100.00, thereof. The Representative’s Warrant shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty six (1806) days 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 $[●]] per Common Share, which is equal to 125100% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring on the transfer of the Representative’s Warrants Warrant Agreement and the underlying shares Common Shares issuable upon exercise of Common Stock the Representative’s Warrant during the one hundred and 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 Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative Representatives (and/or its designees) on the Closing Date (“Representatives’ Warrants”) five-year warrants for the purchase of a number of the Shares equal to 2.0% of the number of the sum of the Firm Shares and each Option Closing DateShares, as applicableif any, one or more warrantsissued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and togetherA, the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, exercisable, in whole or in part, commencing on the 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 Common Stock of $[●], which is equal to 125] (or 115% of the initial public offering price of the per Firm SharesShare). The Representative’s Representatives’ Warrants and the shares of Common Stock Shares issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Representatives’ Securities”.” The Representatives’ Securities are transferrable within the Representatives’ respective organizations at their discretion. The Representative understands Representatives’ Securities are exercisable beginning on the commencement of sales of the Offering (the “Commencement Date”) and agrees will expire five (5) years after the Commencement Date. The Representatives’ Securities are not redeemable by the Company. The Representatives’ Securities provide for immediate demand and/or piggy-back registration rights at the Company’s expense. The Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Representatives’ 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 Representative’s Representatives’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) 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 Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. The Representatives’ Warrants shall also have customary anti-dilution provisions for stock dividends, splits, mergers, and any future stock issuance, etc., at a price(s) below said exercise price per share and shall provide for automatic exercise immediately prior to expiration. The Representatives’ Warrants will contain such other terms and conditions no less favorable to Representatives than the term and conditions generally available to an unaffiliated third party under the same or similar circumstances.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date, as if applicable, one or more warrantsa warrant (“Representative’s Warrant”) for the purchase of (a) a number of Units equal to 8.0% of the number of Units issued in the Offering and, (b) if applicable, 8.0% of the number of Option Securities, exercised in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, exercisable, in whole or in part, commencing on the 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 Common Stock of $[●•], which is equal to 125% of the initial public offering price of the Firm Sharesper Unit. The Representative’s Warrants Warrant and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant 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 Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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; or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Datea warrant (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, as applicablerepresenting five percent (5%) of the Firm Shares pursuant to a warrant agreement, one or more warrants, substantially in the form attached hereto as Exhibit A hereto (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”) (excluding any Option Shares sold in the Over-Allotment Option, if any), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, . The Representative’s Warrant shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty six (1806) days 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 Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring upon transfer of the Representative’s Warrants Warrant 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 Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 As additional compensation for its services hereunder, the Company hereby agrees to issue and sell to the Representative (and/or its designees) (i) on the Closing Date a Common Stock Purchase Warrant (a “Representative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, (which is equal to an aggregate of 5% of the Firm Shares sold in the Offering and (ii) on each Option Closing Date, as applicable, one or more warrantsDate a Representative’s Warrant for the purchase of an aggregate of 5% of the Additional Shares sold in the Offering. The Representative’s Warrant, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and togetherA, the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (1801) days 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 Representative’s Warrants Warrant and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant 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 Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each Option Closing Datea warrant (the “Representative’s Warrant”) to purchase an aggregate of [•] shares of Common Stock, representing 5% of the shares of Common Stock sold as applicablepart of the Public Securities, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the 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 Common Stock of $[●•], which is equal to 125% of the initial public offering price of the Firm SharesUnits. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock Representative’s Warrant Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designeesdesignee(s)) on the Closing Date and each Option Closing Datea warrant, as applicable, one or more warrants, substantially in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s Warrants”), to ) for the purchase of an aggregate number of up to [75,900] shares of Common Stock Stock, representing 56% of the Public Securities issued and sold on such dateFirm Shares (including the Option Shares), for an aggregate purchase price of $100.00, exercisable100. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on the a date which is one hundred eighty (180) 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 Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) (i) on the Closing Date warrants (“Closing Date Representative’s Warrants”) for the purchase of an aggregate of [●] Ordinary Shares, representing three percent (3%) of the number of Ordinary Shares sold in this Offering and (ii) on each Option Closing Date, as applicableif any, one or more warrantswarrants (together with the Closing Date Representative’s Warrant, the “Representative’s Warrants”) for the purchase of up to an aggregate of [●] Ordinary Shares, representing three percent (3%) of the number of Ordinary Shares sold upon exercise of Underwriters’ Over-allotment Option. The agreement representing the Representative’s Warrants, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the date which is one hundred eighty six (1806) days months from the Closing Date and ending the four and a half-years after the Effective Date and expiring on the five-year anniversary of the Effective Closing Date at an initial exercise price per share of Common Stock of $[●]] per share, which is equal to 125% one hundred percent (100%) of the initial public offering price of the Firm Shares. The Representative’s Warrants and the shares of Common Stock Ordinary Shares issuable upon exercise thereof of the Representative’s Warrants (the “Representative’s Representative Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock Ordinary Shares during the one hundred and eighty (180) days after day period from the Effective Date date of commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrants or any underlying Ordinary 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 and eighty (180) days following from the Effective Date date of 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 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 the Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrants, in the form attached hereto as Exhibit A an option (each a “Representative’s Warrant” and together, ”) for the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such dateSecurities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) days after the Effective Commencement Date (as defined below) and expiring on the five-year anniversary of the Effective Date Commencement 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. “Commencement Date” shall mean the date of commencement of sales of the Common Stock issued in the Offering. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Commencement Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrants, in the form attached hereto as Exhibit A an option (each a “Representative’s Warrant” and together, ”) for the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued Firm Shares, Firm Pre-Funded Warrants, Option Shares and Option Pre-Funded Warrants sold on such date, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) days after the Effective Date and expiring on the fivefour and one half-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 Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing 5% of the Firm Shares and each Option Closing Date, as applicable, one or more warrantsShares. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing beginning on the date which that is one hundred eighty (180) 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 $[●], which is equal to 125120% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date (“Representative’s Warrants”) five-year warrants for the purchase of a number of the Shares equal to seven percent (7.0%) of the number of the sum of the Firm Shares and each Option Closing DateShares, as applicableif any, one or more warrantsissued in the Offering (the “Representative Warrant Shares”), pursuant to a warrant in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and togetherA, the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, exercisable, in whole or in part, commencing on the 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 Common Stock of $[●], which is equal to 125$ (or 100% of the initial public offering price of the Firm Sharesper Share). The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Representative Warrant Shares”) Shares are hereinafter collectively referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) against transferring the Representative’s Warrants and the underlying shares of Common Stock Representative Warrant Shares during the one hundred eighty (180) days day period 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 Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Provided that the amount of Total Non-Affiliate Proceeds of the Offering exceeds $15,000,000, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each an option (“Representative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, representing 3% of the Firm Shares (excluding the Option Closing DateShares) sold to non-affiliates in the Offering, as applicable, one or more warrantsfor an aggregate purchase price of [$100.00]. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (1801) days 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 125150% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Series B Preferred Stock, representing 2% of the Public Shares, and each Option Closing Date[●] warrants for the purchase of one share of Common Stock each, as applicablerepresenting 2% of the Public Warrants, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one three hundred eighty sixty (180360) days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price (i) per share of Common Series B Preferred Stock of $[●], which is equal to 125% 24.99 and (ii) per public warrant of the initial public offering price of the Firm Shares$0.01. The Representative’s Warrants Warrant Agreement and the shares of Common Series B Preferred Stock and warrants issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Series B Preferred Stock and warrants during the one three hundred eighty and sixty days (180360) 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one three hundred eighty and sixty (180360) 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 Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock (which is equal to an aggregate of 3.0% of the Shares and each Option Closing Dateshares of Common Stock underlying the Pre-Funded Warrants sold in the Offering), as applicable, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (1801) days year after the Effective Date and expiring on the five-four 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 Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each Option Closing Datean option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, as applicablerepresenting 5% of the Public Securities, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing beginning on the date which that is one hundred eighty (180) 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 $[●], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) Underwriters or their designees on the Closing Date and each an option (the “Underwriters’ Warrant”) for the purchase of an aggregate of 319,489 shares of Common Stock, representing five percent (5%) of the number of shares of Common Stock represented by the Firm Shares (excluding the Option Closing Date, as applicable, one or more warrantsShares). The Underwriters’ Warrant agreement, in the form attached hereto as Exhibit A B (each a “Representative’s Warrant” and together, the “Representative’s WarrantsUnderwriters’ Warrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (1801) days year after the date of Effective Date (as hereinafter defined) and expiring on the five-year five (5)-year anniversary of the Effective Date (as hereinafter defined) at an initial exercise price per share of Common Stock of $[●]3.9125, which is equal to 125% of the initial public offering price of the per Firm SharesUnit. The Representative’s Warrants Underwriters’ Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Underwriters’ Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Underwriters’ Warrant Agreement and the underlying shares of Common Stock during the one three hundred eighty sixty (180360) days after the Effective Date and (as hereinafter defined) and, by its acceptance thereof thereof, shall agree that it will not sell, transfer, assign, pledge pledge, or hypothecate the Representative’s WarrantsUnderwriters’ 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 three hundred eighty sixty (180360) days following the Effective Date (as hereinafter defined) 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. The Underwriters’ Warrant will be allocated as further articulated in Schedule 1 herein. “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 Representative (and/or its designees) on the Closing Date a warrant (“Representative’s Warrant”) to purchase of an aggregate of [__] shares of Common Stock, representing 3.0% of the number of the Firm Shares and Pre-Funded Warrants sold on the Closing Date and 3.0% of the Option Shares sold on each Option Closing Date, as applicable, one or more warrantsif any. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A D (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the 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 Common Stock of $[●], which is equal to 125__] (or 120% of the initial public offering price of the per Firm SharesShare and accompanying Firm Series A Warrant and Firm Series B Warrant). The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each Option Closing Datean option (“Representative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, as applicablerepresenting 5% of the Firm Shares, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing beginning on the date which that is one hundred eighty (1801) days year 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 $[●•], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the for a period of one hundred eighty (180) days after (with the Effective Date understanding that the Representative has agreed to extend this period to one (1) year) immediately following the commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days (with the understanding that the Representative has agreed to extend this period to one (1) year) 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 officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) (i) on the Closing Date warrants (“Closing Date Representative’s Warrants”) for the purchase of an aggregate of [●] Ordinary Shares, representing five percent (5%) of the number of Firm Shares and (ii) on each Option Closing Date, as applicableif any, one or more warrantswarrants (together with the Closing Date Representative’s Warrant, the “Representative’s Warrants”) for the purchase of an aggregate of [●] Ordinary Shares, representing five percent (5%) of the number of Option Shares. The agreement representing the Representative’s Warrants, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, during the four and a half-year period commencing on the a date which is one hundred eighty six (1806) days after months from the Effective Date and expiring on the five-year anniversary date of commencement of sales of the Effective Date Offering at an initial exercise price per share of Common Stock of $[●]] per share, which is equal to one hundred and twenty-five percent (125% %) of the initial public offering price of the Firm Shares. The Representative’s Warrants and the shares of Common Stock Ordinary Shares issuable upon exercise thereof of the Representative’s Warrants (the “Representative’s Representative Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock Ordinary Shares during the one hundred and eighty (180) days after day period from the Effective Date date of commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred and eighty (180) days following from the Effective Date date of commencement of sales of the Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrants, in the form attached hereto as Exhibit A an option (each a “Representative’s Warrant” and together, ”) for the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 54% of the Public Securities issued and sold on such dateSecurities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) days after the Effective Date commencement of sales in the Offering and expiring on the five-year anniversary of the Effective Date commencement of sales in the Offering 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 Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Datean option (“Representative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock (which is equal to an aggregate of 5% of the shares of Common Stock underlying the Firm Securities sold in the Offering (excluding the Warrants sold in the Offering)), as applicable, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (1801) days 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 each share of Common Stock underlying the Firm SharesSecurities. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) (i) on the Closing Date warrants (“Closing Date Representative’s Warrants”) for the purchase of an aggregate of 180,723 Ordinary Shares, representing five percent (5%) of the number of Ordinary Shares sold in this Offering and (ii) on each Option Closing Date, as applicableif any, one or more warrantswarrants (together with the Closing Date Representative’s Warrant, the “Representative’s Warrants”) for the purchase of an aggregate of 27,108 Ordinary Shares, representing five percent (5%) of the number of Ordinary Shares sold upon exercise of Underwriters’ Over-allotment Option. The agreement representing the Representative’s Warrants, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, during the four and a half-year period commencing on the a date which is one hundred eighty six (1806) days after months from the Effective Date and expiring on the five-year anniversary date of commencement of sales of the Effective Date Offering at an initial exercise price $5.1875 per share of Common Stock of $[●]share, which is equal to one hundred and twenty-five percent (125% %) of the initial public offering price of the Firm SharesUnits. The Representative’s Warrants and the shares of Common Stock Ordinary Shares issuable upon exercise thereof of the Representative’s Warrants (the “Representative’s Representative Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock Ordinary Shares during the one hundred and eighty (180) days after day period from the Effective Date date of commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred and eighty (180) days following from the Effective Date date of commencement of sales of the Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each an option (the “Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing 5.0% (2.5% of the Firm Shares sold to the investors set forth on Schedule A annexed hereto) of the Firm Shares (excluding the Option Closing DateShares), as applicable, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred and 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 Common Stock of $[●], which is equal to 125125.0% of the initial public offering price of the each Firm SharesShare. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant 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 Representative’s WarrantsWarrant and 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 Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicablea five-year warrant (“Representative’s Warrant”) for the purchase of [●] shares of Common Stock, one or more warrantsrepresenting 4% of the aggregate number of Company Offering Firm Shares and Firm Pre-funded Warrants (excluding the underwriter’s over-allotment option), issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and togetherA, the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, exercisable, in whole or in part, commencing on the 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 Common Stock of $[●], which is equal to ] (or 125% of the initial combined public offering price of the each Frim Share and Company Firm SharesWarrant). The Representative’s Warrants Warrant and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant 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 Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date a warrant (“Representative’s Warrant”) for the purchase of an aggregate of 1,520,000 shares of Common Stock, representing 4% of the sum of (i) the number of shares of Common Stock contained in the Class A Units sold in this offering and each Option Closing Date(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, as applicableif any, one or more warrantsbut excluding shares of Common Stock underlying the 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 Option. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (1801) days 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 $[●]0.275, which is equal to 125110% of the initial public offering price of the Firm SharesClass A Units sold in this offering. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities.”. ) The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date (“Representative’s Warrants”) five-year warrants for the purchase of a number of the Shares equal to 2.0% of the number of the sum of the Firm Shares and each Option Closing DateShares, as applicableif any, one or more warrantsissued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and togetherA, the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, exercisable, in whole or in part, commencing on the 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 Common Stock of $[●], which is equal to 125] (or 115% of the initial public offering price of the per Firm SharesShare). The Representative’s Warrants and the shares of Common Stock Shares issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities.” The Representative’s Securities are transferrable within the Representative’s organization at its discretion. The Representative’s Securities are exercisable beginning on the commencement of sales of the Offering (the “Commencement Date”) and will expire five (5) years after the Commencement Date. The Representative’s Securities are not redeemable by the Company. The Representative’s Securities provide for immediate demand and/or piggy-back registration rights at the Company’s expense. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock 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 Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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. The Representative’s Warrants shall also have customary anti-dilution provisions for stock dividends, splits, mergers, and any future stock issuance, etc., at a price(s) below said exercise price per share and shall provide for automatic exercise immediately prior to expiration. The Representative’s Warrants will contain such other terms and conditions no less favorable to Representative than the term and conditions generally available to an unaffiliated third party under the same or similar circumstances.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Datean option (“Representative’s Warrants”) for the purchase of an aggregate of [●] Common Shares, as applicablerepresenting 8.0% of the number of Common Shares included in the Firm Units (not including any Common Shares into which the Firm Warrants are exercisable), one or more warrantsfor an aggregate purchase price of $100.00. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the date which is one hundred eighty (180) days after six month 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 Shares of $[●], which is equal to 125120.0 % of the initial public offering price of the Firm SharesUnits. The Representative’s Warrants Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date (and each the Option Closing Date, as if applicable) an option, one or more warrantsin a private placement transaction, (“Representative’s Warrant”) for the purchase of an aggregate of 370,000 shares of Common Stock, representing 5% of the Public Securities for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) days after six months from the Effective Date date of the Prospectus and expiring on the five-fifth (5th) year anniversary of the Effective Date date of the Prospectus 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 Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date date of the Prospectus and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date of the Prospectus to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The As additional compensation for its services hereunder, the Company hereby agrees to issue and sell to the Representative (and/or its designees) (i) on the Closing Date a Common Stock Purchase Warrant (a “Representative’s Warrant”) for the purchase of an aggregate of [____] shares of Common Stock, (which is equal to an aggregate of 4% of the Firm Shares sold in the Offering and (ii) on each Option Closing Date, as applicable, one or more warrantsDate a Representative’s Warrant for the purchase of an aggregate of 4% of the Additional Shares sold in the Offering. The Representative’s Warrant, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and togetherA, the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (1801) days 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 125110% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant 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 Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each Option Closing Datean option (“Representative’s Warrant”) for the purchase of an aggregate of 46,300 shares of Common Stock, as applicable, one or more warrantsrepresenting 3.5% of the number of shares of Common Stock represented by the Firm Shares sold in the Offering but excluding shares of Common Stock sold with respect to Pre-Existing Relationship Investors. The Representative’s Warrant, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and togetherA, the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred and eighty (180) days after the Effective Date Applicable Time (as defined below) and expiring on the fivefour-year anniversary of the Effective Date initial exercise date at an initial exercise price per share of Common Stock of $[●]4.20, which is equal to 125120% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date Applicable Time (as defined below) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date Applicable Time (as defined below) to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.. Exhibit C

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of up to [•] shares of Common Stock, representing 5% of the Firm Shares and each the Option Closing DateShares, as applicable, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing beginning on the date which that is one hundred eighty (180) 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 $[●•], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Datean option (the “Representative’s Warrant”) for the purchase of an aggregate of 143,482 shares of Common Stock, as applicablerepresenting 3.0% of the quotient of the gross proceeds from this Offering (excluding any exercise of the over-allotment option) divided by $3.00, one or more warrantswhich 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 Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which that is one hundred and eighty (180) days after the Effective Date commencement of sales of the Public Securities issued in connection with this Offering (the “Commencement Date”) and expiring on the five-year anniversary of the Effective Commencement Date at an initial exercise price per share of Common Stock of $[●]3.75, which is equal to 125125.0% of $3.00, 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 Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock during the one hundred eighty (180) days after immediately following the Effective Commencement Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant and 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 Commencement 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 Representative (and/or its designees) on the Closing Date and each Option Closing Datean option (“Representative’s Warrants”) for the purchase of an aggregate of [●] Common Shares, as applicablerepresenting 5.0% of the number of Common Shares included in the Firm Units (not including any Common Shares into which the Firm Warrants are exercisable), one or more warrantsfor an aggregate purchase price of $100.00. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the date which is one hundred eighty (180) days after one-year anniversary of the Effective Date and expiring on the fivethree-year anniversary of the Effective Date at an initial exercise price per share of Common Stock Shares of $[●], which is equal to 125120.0% of the initial public offering price of the Firm SharesUnits. The Representative’s Warrants Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrants, in the form attached hereto as Exhibit A an option (each a “Representative’s Warrant” and together, ”) for the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock [•] Ordinary Shares, representing 5% of the Public Securities issued and sold on such dateFirm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Representative’s Warrant, exercisablea form of which is attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable at any time and from time to time, in whole or in part, during a period commencing on the date which is one hundred eighty (180) days after year from the Effective Date and expiring (the “First Anniversary”), as follows: (i) one third of the Representative’s Warrant will have an exercise period of 12 months beginning on the five-year anniversary First Anniversary, at an initial exercise price per Ordinary Share of $[•], which is equal to 150.0% of the Effective Date initial public offering price per share of Ordinary Share; (ii) one third of the Representative’s Warrant will have an exercise period of 18 months beginning on the First Anniversary, at an initial exercise price per Ordinary Share of $[•], which is equal to 200.0% of the initial public offering price per share of Ordinary Share; and (iii) one third of the Representative’s Warrant will have an exercise period of 24 months beginning on the First Anniversary, at an initial exercise price per share of Common Stock Ordinary Share of $[●•], which is equal to 125250.0% of the initial public offering price per share of the Firm SharesOrdinary Share. The Representative’s Warrants Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrantsan option (“Representative’s Warrant”) for the purchase of an aggregate number of shares of Common Stock, representing 5% of the Public Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which that is one hundred eighty (180) days after immediately following the Effective Date commencement of sales of the securities issued in this offering and expiring on the five-year anniversary of the Effective Date commencement of sales of the securities issued in this offering at an initial exercise price per share of Common Stock of $[●]7.50, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during for the period of one hundred eighty (180) days after beginning on the Effective Date date of commencement of sales of the securities issued in this offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following beginning on the Effective Date date of commencement of sales of the securities issued in this offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

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

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrants, in the form attached hereto as Exhibit A an option (each a “Representative’s Warrant” and together, ”) for the “Representative’s Warrants”), to purchase of an aggregate number of up to 1,150,000 shares of Common Stock Stock, representing 5% of the Public Securities issued and sold on such dateSecurities, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing beginning on the date which that is one hundred eighty (180) days after the Effective Date commencement of sales of the Public Securities (the “Initial Exercise Date”) issued in connection with this Offering and expiring on the five-fourth (4th) year anniversary of the Effective Initial Exercise Date at an initial exercise price per share of Common Stock of $[●]0.3125, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 officer or partner of the Representative or of any such Underwriter or selected dealer, or (iii) as otherwise expressly permitted by FINRA Rule 5110(e); and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each a warrant or warrants (“Representative’s Warrant”) exercisable for an aggregate of 26,250 Common Shares (or 30,188 Common Shares if the Underwriters exercise the Over- allotment Option Closing Datein full) representing 3% of the number of Common Shares sold in the Offering pursuant to a warrant agreement, as applicable, one or more warrants, substantially in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), . Each Representative’s Warrant entitles the holder thereof to purchase of an aggregate number of shares of Common Stock representing 5% of Shares at the Public Securities issued and sold on such date, for an aggregate purchase exercise price of $100.00, thereof. The Representative’s Warrant shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty six (1806) days months after the Effective Date date of this Agreement and expiring on the five-year anniversary of the Effective Date such date at an initial exercise price per share of Common Stock of $[●]4.00 per Common Share, which is equal to 125100% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring on the transfer of the Representative’s Warrants Warrant Agreement and the underlying shares Common Shares issuable upon exercise of Common Stock the Representative’s Warrant during the one hundred and 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 Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred and eighty (180) days following the Effective Date date of this Agreement 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 Representative (and/or its designees) on the Closing Date and each Option Closing Datean option (“Representative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock (which is equal to an aggregate of 7.0% of the Firm Shares sold in the Offering), as applicable, one or more warrantsfor an aggregate purchase price of $10.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) days after the Effective Date and expiring on [•], 2017, the five-three year anniversary of the Effective Date Date. The Representative Warrant will be exercisable at an initial exercise price per share of Common Stock of $[●•], which is equal to 125120% of the initial public offering price of the each Firm SharesShare. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing 4.5% of the Firm Shares (excluding the Option Closing DateShares), as applicable, one or more warrantsfor an aggregate purchase price of $[●]. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty six (1806) days 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 half years after the 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 Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 As additional compensation for its services hereunder, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrantsa Common Stock Purchase Warrant (“Representative’s Warrant”) for the purchase of an aggregate of 112,538 shares of Common Stock (which is equal to an aggregate of 5% of the Firm Shares sold in the Offering other than Firm Shares to be sold to the entities listed on Schedule 4 hereto). The Representative’s Warrant, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (1801) days year after the Effective Date date of commencement of sales in the Offering and expiring on the five-year anniversary of the Effective Date date of commencement of sales in the Offering at an initial exercise price per share shares of Common Stock of $[●]1.8875, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date date of commencement of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date date of commencement of sales in the Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a registered warrant (the “Representative’s Warrant”) for the purchase of an aggregate of ______________shares of Common Stock, representing 2% of the number of Shares sold in the Firm Units (and each excluding Shares sold in the Option Closing Date, as applicable, one or more warrantsUnits). The Representative’s Warrant agreement, in the form attached hereto as Exhibit A C (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), shall be exercisable at any time and from time to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, exercisabletime, in whole or in part, commencing on the a date which is one hundred eighty (1801) days 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 125125.0% of the initial public offering price per share of the Firm SharesShares included in the Firm Units. Accordingly, the Representative’s Warrant is subject to a one-year lock-up period from the Effective Date. The Representative’s Warrants Warrant and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant 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 Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) 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 Representative (and/or its designees) (i) on the Closing Date warrants (“Closing Date Representative’s Warrants”) for the purchase of an aggregate of [●] Ordinary Shares, representing three percent (3%) of the number of Ordinary Shares sold in this Offering and (ii) on each Option Closing Date, as applicableif any, one or more warrantswarrants (together with the Closing Date Representative’s Warrant, the “Representative’s Warrants”) for the purchase of up to an aggregate of [●] Ordinary Shares, representing three percent (3%) of the number of Ordinary Shares sold upon exercise of Underwriters’ Over-allotment Option. The agreement representing the Representative’s Warrants, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the date which is one hundred eighty six (1806) days months from the Closing Date and ending the four and a half-years after the Effective Date and expiring on the five-year anniversary of the Effective Closing Date at an initial exercise price per share of Common Stock of $[●]] per share, which is equal to 125% one hundred percent (100%) of the initial public offering price of the Firm SharesUnits. The Representative’s Warrants and the shares of Common Stock Ordinary Shares issuable upon exercise thereof of the Representative’s Warrants (the “Representative’s Representative Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock Ordinary Shares during the one hundred and eighty (180) days after day period from the Effective Date date of commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrants 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 and eighty (180) days following from the Effective Date date of 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 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 the Representative (and/or its designees) on the Closing Date Date, and each the Option Closing Date, as Date if applicable, one or more warrants, in the form attached hereto as Exhibit A a warrant (each a “Representative’s Warrant” and together, ”) for the “Representative’s Warrants”), to purchase of an aggregate number of up to [ ] shares of Common Stock Stock, representing 5% of the Public Securities issued Firm Shares, Firm Pre-Funded Warrants, Option Shares and Option Pre-Funded Warrants sold on such date, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the 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 Common Stock of $[●[ ], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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, or (iii) as otherwise expressly permitted by FINRA Rule 5110(g); and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designeesdesignee(s)) on the Closing Date and each Option Closing Datea warrant, as applicable, one or more warrants, substantially in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s Warrants”), to ) for the purchase of an aggregate number of up to [●] shares of Common Stock Stock, representing 56% of the Public Securities issued and sold on such dateFirm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00, exercisable. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on the a date which is one hundred eighty (180) 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 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designeesdesignee(s)) on the Closing Date and each Option Closing Datea warrant, as applicable, one or more warrants, substantially in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s Warrants”), to ) for the purchase of an aggregate number of up to [●] shares of Common Stock Stock, representing 53% of the Public Securities issued and sold on such dateFirm Shares (including the Option Shares)[, for an aggregate purchase price of $100.00, exercisable[●]. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on the a date which is one hundred eighty (180) 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 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 Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each or the Option Closing Date, as applicable, one a warrant (“Representative’s Warrants”) for the purchase of an aggregate of 115,000 shares of Common Stock, representing up to 5% of the number of Firm Shares and Option Shares sold on the Closing Date or more warrantsthe Option Closing Date, as applicable. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty six (1806) days months after the Effective Date and expiring on the five-five (5) year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]3.30, which is equal to 125110.0% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each Option Closing Date, an option (“Representative’s Warrants”) as applicable, one or more warrantsthree-year warrants (which are stock acquisition rights under Japanese laws) for the purchase of a number of ADSs equal to 4% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and togetherA, the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, exercisable, in whole or in part, commencing on the 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 Common Stock of $[●], which is equal to 125% of the initial public offering price per share of the Firm SharesADSs sold in the Offering. The Representative’s Warrants and the shares of Common Stock ADSs issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying shares of Common Stock ADSs during the one hundred eighty (180) days after beginning on the Effective Date date of commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge pledge, or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following beginning on the Effective Date to anyone date of commencement of sales of offering, other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsas permitted by FINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date Date, and each the Option Closing Date, as Date if applicable, one or more warrants, a warrant in the form attached hereto as Exhibit A B (each a “Representative’s Warrant” and together, ”) for the “Representative’s Warrants”), to purchase of an aggregate number of shares of up to [•] Common Stock Shares, representing 5% of the Public Securities issued Firm Shares, Firm Pre-Funded Warrants, Option Shares and Option Pre-Funded Warrants sold on such date, for an aggregate purchase price of $US$100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit B (the “Representative’s Warrant Agreement”) shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price of US$[•] per share of Common Stock of $[●]Share, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant and the shares of Common Stock Shares issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each Option Closing Datean option (the “Representative’s Warrant”) for the purchase of an aggregate of 54,545 shares of Common Stock (which is equal to an aggregate of 5.0% of the Firm Shares sold in the Offering), as applicable, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which that is one hundred and eighty (180) days after the effective date of the Registration Statement (as defined in Section 2.1.1 below) (the “Effective Date Date”) and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]13.75, which is equal to 125% of the initial public offering price of the each Firm SharesShare. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 Representative’s WarrantsWarrants and 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 Warrants and 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)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Datean option (“Representative’s Warrant”) for the purchase of an aggregate of 750,000 shares of Common Stock, as applicablerepresenting 5% of the Firm Shares, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing beginning on the date which that is one hundred eighty (1801) days year 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 $[●]3.75, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the for a period of one hundred eighty (180) days after (with the Effective Date understanding that the Representative has agreed to extend this period to one (1) year) immediately following the commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days (with the understanding that the Representative has agreed to extend this period to one (1) year) 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 officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing 5% of the Firm Shares and each the Option Closing DateShares, as applicable, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing beginning on the date which that is one hundred eighty (180) 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 $[●], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Datean option (“Representative’s Warrants”) for the purchase of an aggregate of [●] Common Shares, as applicablerepresenting 8.0% of the number of Common Shares included in the Firm Units (not including any Common Shares into which the Firm Warrants are exercisable), one or more warrantsfor an aggregate purchase price of $100.00. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the date which is one hundred eighty (180) days after six month 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 Shares of $[●], which is equal to 125110.0% of the initial public offering price of the Firm SharesUnits. The Representative’s Warrants Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) Underwriters or their designees on the Closing Date and each an option (the “Underwriters’ Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing five percent (5%) of the number of shares of Common Stock represented by the Firm Shares (excluding the Option Closing Date, as applicable, one or more warrantsShares). The Underwriters’ Warrant agreement, in the form attached hereto as Exhibit A B (each a “Representative’s Warrant” and together, the “Representative’s WarrantsUnderwriters’ Warrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on a date that is one (1) year after the date which is one hundred eighty (180) days after the of Effective Date (as hereinafter defined) and expiring on the five-year five (5)-year anniversary of the Effective Date (as hereinafter defined) 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 Representative’s Warrants Underwriters’ Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Underwriters’ Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Underwriters’ Warrant Agreement and the underlying shares of Common Stock during the one three hundred eighty sixty (180360) days after the Effective Date and (as hereinafter defined) and, by its acceptance thereof thereof, shall agree that it will not sell, transfer, assign, pledge pledge, or hypothecate the Representative’s WarrantsUnderwriters’ 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 three hundred eighty sixty (180360) days following the Effective Date (as hereinafter defined) 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. The Underwriters’ Warrant will be allocated as further articulated in Schedule 1 herein. “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 Representative Representatives (and/or its designees) on the Closing Date (“Representatives’ Warrants”) five- year warrants for the purchase of a number of the Shares equal to 2.0% of the number of the sum of the Firm Shares and each Option Closing DateShares, as applicableif any, one or more warrantsissued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and togetherA, the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, exercisable, in whole or in part, commencing on the 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 Common Stock of $[●], which is equal to 1255.75 (or 115% of the initial public offering price of the per Firm SharesShare). The Representative’s Representatives’ Warrants and the shares of Common Stock Shares issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Representatives’ Securities”.” The Representatives’ Securities are transferrable within the Representatives’ respective organizations at their discretion. The Representative understands Representatives’ Securities are exercisable beginning on the commencement of sales of the Offering (the “Commencement Date”) and agrees will expire five (5) years after the Commencement Date. The Representatives’ Securities are not redeemable by the Company. The Representatives’ Securities provide for immediate demand and/or piggy-back registration rights at the Company’s expense. The Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Representatives’ 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 Representative’s Representatives’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) 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 Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. The Representatives’ Warrants shall also have customary anti-dilution provisions for stock dividends, splits, mergers, and any future stock issuance, etc., at a price(s) below said exercise price per share and shall provide for automatic exercise immediately prior to expiration. The Representatives’ Warrants will contain such other terms and conditions no less favorable to Representatives than the term and conditions generally available to an unaffiliated third party under the same or similar circumstances.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designeesdesignee(s)) on the Closing Date and each Option Closing Datea warrant, as applicable, one or more warrants, substantially in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s Warrants”), to ) for the purchase of an aggregate number of up to [86,250] shares of Common Stock representing 5Stock, representing6% of the Public Securities issued and sold on such dateFirm Shares (including the Option Shares), for an aggregate purchase price of $100.00, exercisable100. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on the a date which is one hundred eighty (180) 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 Shares. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Datetwo separate warrants (collectively, as applicable, one or more warrants, in the form attached hereto as Exhibit A (each a “Representative’s WarrantFirm Warrants”), for an aggregate purchase price of $100.00. The first of the Representative’s Warrants is for the purchase of an aggregate of 3,600 shares of Series B Preferred Stock, representing 1% of the Firm Shares (the “Firm Warrants for Preferred Stock”). The second of the Representative’s Firm Warrants is for the purchase of an aggregate of 18,000 warrants each exercisable into one share of Common Stock, representing 1% of the Firm Warrants (the “Firm Warrants for Common Stock Warrants”). The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Option Closing Date two separate warrants (collectively, the “Representative’s Option Warrants,” and togethertogether with the Representative’s Firm Warrants, the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00. The first of the Representative’s Option Warrants is for the purchase of a number of shares of Series B Preferred Stock, representing 1% of the Option Shares (the “Option Warrants for Preferred Stock”). The second of the Representative’s Option Warrants is for the purchase of warrants, each exercisable into one share of Common Stock, representing 1% of the Option Warrants (the “Option Warrants for Common Stock Warrants”). The warrant agreement for the Representatives’ Firm Warrants for Preferred Stock and the Representative’s Option Warrants for Common Stock , in the form attached hereto as Exhibit A.1 (collectively, the “Representative’s Warrant Agreement for Series B Preferred Stock”), shall be exercisable, in whole or in part, commencing on the a date which is one three hundred eighty sixty (180360) 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 Series B Preferred Stock of $[●], which is equal to 125% of the initial public offering price of the Firm Shares24.95. The warrant agreement for the Representative’s Firm Warrants for Common Stock Warrants and the shares of Representative’s Option Warrants for Common Stock issuable upon exercise thereof Warrants, in the form attached hereto as Exhibit A.2 (collectively, the “Representative’s Warrant SharesAgreement for Common Stock Warrants”, and together with the Representative’s Warrant Agreement for Series B Preferred Stock, the “Representative’s Warrant Agreements”), shall be exercisable, in whole or in part, commencing on a date which is three hundred sixty (360) days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per warrant of $0.01. The Representative’s Warrant Agreements and the shares of Series B Preferred Stock and warrants issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreements and the underlying shares of Common Series B Preferred Stock and warrants during the one three hundred eighty and sixty days (180360) days day period after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreements, 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 and sixty (180360) 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 Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrants, in the form attached hereto as Exhibit A two separate warrants (each a “Representative’s Warrant” and togethercollectively, the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00. The first of the Representative’s Warrants is for the purchase of an aggregate of [●] shares of Series B Preferred Stock, representing 1% of the Public Shares (the “Warrants for Preferred Stock”). The second of the Representative’s Warrants is for the purchase of an aggregate of [●] warrants each exercisable into one share of Common Stock, representing 1% of the Public Warrants, (such Representative’s Warrants, the “Warrants for Common Stock Warrants”). The warrant agreement for the Representatives’ Warrants for Preferred Stock, in the form attached hereto as Exhibit A.1 (the “Representative’s Warrant Agreement for Series B Preferred Stock”), shall be exercisable, in whole or in part, commencing on the a date which is one three hundred eighty sixty (180360) 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 Series B Preferred Stock of $[●], which is equal to 125% of the initial public offering price of the Firm Shares24.95. The warrant agreement for the Representative’s Warrants and the shares of for Common Stock issuable upon exercise thereof Warrants, in the form attached hereto as Exhibit A.2 (the “Representative’s Warrant SharesAgreement for Common Stock Warrants”, together with the Representative’s Warrant Agreement for Series B Preferred Stock, the “Representative’s Warrant Agreements”), shall be exercisable, in whole or in part, commencing on a date which is three hundred sixty (360) days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per warrant of $0.01. The Representative’s Warrant Agreements and the shares of Series B Preferred Stock and warrants issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreements and the underlying shares of Common Series B Preferred Stock and warrants during the one three hundred eighty and sixty days (180360) days day period after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreements, 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 and sixty (180360) 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 Representative (and/or its designeesdesignee(s)) on the Closing Date and each Option Closing Datea warrant, as applicable, one or more warrants, substantially in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s Warrants”), to ) for the purchase of an aggregate number of up to 42,000 shares of Common Stock Stock, representing 53% of the Public Securities issued and sold on such dateShares (including the Option Shares), for an aggregate purchase price of $100.00, exercisable100. The Representative’s Warrants shall be exercisable upon issuance, in whole or in part, commencing on the a date which is one hundred eighty (180) 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 $[●]5.1000, which is equal to 125120% of the initial public offering price of the Firm SharesSecurities. The Representative’s Warrants and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing 5% of the Firm Shares and each Option Closing DateShares, as applicable, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing beginning on the date which that is one hundred eighty (1801) days year 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 $[●], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the for a period of one hundred eighty (180) days after (with the Effective Date understanding that the Representative has agreed to extend this period to one (1) year) immediately following the commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (1801) days year 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 officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Provided that the amount of Total Non-Affiliate Proceeds of the Offering exceeds $15,000,000, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each an option (“Representative’s Warrant”) for the purchase of an aggregate of 480,000 shares of Common Stock, representing 3% of the Firm Shares (excluding the Option Closing DateShares) sold to non-affiliates in the Offering, as applicable, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (1801) days 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 $[●]1.50, which is equal to 125150% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each Option Closing Datean option (the “Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock (which is equal to an aggregate of 5.0% of the Firm Shares sold in the Offering), as applicable, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which that is one hundred and eighty (180) days after the effective date of the Registration Statement (as defined in Section 2.1.1 below) (the “Effective Date 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 Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants 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 Representative’s WarrantsWarrants and 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 Warrants and 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)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrants, in the form attached hereto as Exhibit A an option (each a “Representative’s Warrant” and together, ”) for the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold purchased on such dateClosing Date or Option Closing Date, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) days after immediately following the Effective Date commencement of the sales of the Common Stock in this offering and expiring on the five-year anniversary of the Effective Date commencement of sales of the securities issued in this offering 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 Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after immediately following the Effective Date commencement of the sales of the Common Stock in this offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the Effective Date commencement of the sales of the Common Stock in this offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer 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 Representative (and/or its designees) on the Closing Date and each a warrant (“Representative’s Warrant”) for the purchase of an aggregate of [—] shares of Common Stock, representing 2% of the Firm Shares (excluding the Option Closing DateShares), as applicable, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold shall be exercisable only on such date, for an aggregate purchase price of $100.00, exercisablea “cashless” or “net-issue” basis, in whole or in part, commencing on the a date which is one hundred eighty (1801) days year after the Effective Date and and, subject to the terms thereof, 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 per share of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement or the underlying shares of Common Stock, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each Option Closing Datea warrant (“Representative’s Warrant”) to purchase up to an aggregate of [●] Ordinary Shares, as applicablerepresenting 5% of the Public Securities, one or more warrantsfor an aggregate purchase price of $100.00, to be issued pursuant to a Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, which Representative’s Warrant shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) 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 Ordinary Share of $[●], which is equal to one hundred twenty five percent (125% %) of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrants, in the form attached hereto as Exhibit A an option (each a “Representative’s Warrant” and together, ”) for the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such dateSecurities, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) days after the Effective Commencement Date (as defined below) and expiring on the five-year anniversary of the Effective Date Commencement Date, at an initial exercise price per share of Common Stock of $[●]7.50, which is equal to 125% of the initial public offering price of the Firm Shares. “Commencement Date” shall mean the date of commencement of sales of the Common Stock issued in the Offering. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Commencement Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to certain of the Representative Underwriters (and/or its their designees) on the Closing Date and each warrants (“Underwriters’ Warrants”) for the purchase of an aggregate of [●] Ordinary Shares, representing 5% of the Firm Shares (excluding the Option Closing DateShares), as applicable, one or more warrantsfor an aggregate purchase price of $100.00. The Underwriters’ Warrants agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsUnderwriters’ Warrants Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the 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 Common Stock Ordinary Share of $[●], which is equal to 125100% of the initial public offering price of the Firm Shares. The Representative’s Underwriters’ Warrants Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Underwriters’ Securities.” Each of the Underwriters party to the Underwriters’ Warrants Agreement (the “Selected Underwriters”. The Representative ) understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Underwriters’ Warrants 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 Representative’s WarrantsUnderwriters’ Warrants 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 Representative (and/or its designees) on the Closing Date a warrant (“Representative’s Warrant”) for the purchase of an aggregate of [ ] shares of Common Stock, representing 4% of the sum of (i) the number of shares of Common Stock contained in the Class A Units sold in this offering and each Option Closing Date(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, as applicableif any, one or more warrantsbut excluding shares of Common Stock underlying the 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 Option. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (1801) days 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 125110% of the initial public offering price of the Firm SharesClass A Units sold in this offering. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities.”. ) The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrants, in the form attached hereto as Exhibit A an option (each a “Representative’s Warrant” and together, ”) for the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock [•] Ordinary Shares, representing 54% of the Public Securities issued and sold on such dateFirm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Representative’s Warrant, exercisablea form of which is attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable at any time and from time to time, in whole or in part, during a period commencing on the date which is one hundred eighty (180) days after year from the Effective Date and expiring (the “First Anniversary”), as follows: (i) one quarter of the Representative’s Warrant will have an exercise period of 48 months beginning on the five-year anniversary First Anniversary, at an initial exercise price per Ordinary Share of $[•], which is equal to 150.0% of the Effective Date initial public offering price per share of Ordinary Share; (ii) one half of the Representative’s Warrant will have an exercise period of 42 months beginning six months after the First Anniversary, at an initial exercise price per Ordinary Share of $[•], which is equal to 200.0% of the initial public offering price per share of Ordinary Share; and (iii) one quarter of the Representative’s Warrant will have an exercise period of 36 months beginning one year following the First Anniversary, at an initial exercise price per share of Common Stock Ordinary Share of $[●•], which is equal to 125250.0% of the initial public offering price per share of the Firm SharesOrdinary Share. The Representative’s Warrants Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each Option Closing Datean option (“Representative’s Warrant”) for the purchase of an aggregate of [•] shares of Common Stock, as applicablerepresenting 5% of the Firm Shares, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing beginning on the date which that is one hundred eighty (180) 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 $[●•], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrants, in the form attached hereto as Exhibit A a warrant (each a “Representative’s Warrant” and together, ”) for the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% three percent (3%) of the Public Securities issued and sold Securities, purchased on such date, Closing Date or Option Closing Date for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the 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 Common Stock of $[●•], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each a warrant (“Representative’s Warrants”) for the purchase of an aggregate of 75,903 shares of Common Stock, representing 3% of the number of Firm Shares. The Company also agrees to issue to the Representative a Representative’s Warrant for the purchase of a number of shares of Common Stock representing 3% of the number of Option Closing DateShares, as applicableif any, one or more warrantsissued in the Offering. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty six (1806) days 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 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designeesdesignees as set forth in the Representative’s Warrant Agreement (as defined below)) on the Closing Date and each Option Closing Date, as applicable, one or more warrants, in the form attached hereto as Exhibit A a warrant (each a “Representative’s Warrant” and together, ”) for the “Representative’s Warrants”), to purchase of an aggregate number of [•] shares of Common Stock Stock, representing 5% of the Public Securities issued and sold on such dateFirm Shares (excluding the Additional Shares), for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (1801) days 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 set forth on the cover page of the Prospectus. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of 533,333 shares of Common Stock, representing 4% of the Firm 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 (4%) of the Option Shares sold on such Option Closing Date, as applicable, one or more warrants. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (180) days after the Effective Date date hereof and expiring on the five-year anniversary of the Effective Date date hereof 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 Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date date hereof and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date and each Option Closing Date, as applicable, one or more warrants, in the form attached hereto as Exhibit A a warrant (each a “Representative’s Warrant” and together, ”) for the “Representative’s Warrants”), to purchase of an aggregate number of shares of Common Stock representing 5% three percent (3%) of the Public Securities issued and sold Securities, purchased on such dateClosing Date or Option Closing Date, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the 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 Common Stock of $[●__], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant Agreement and the underlying shares of Common Stock 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 Representative’s WarrantsWarrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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 Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of 266,665 shares of Common Stock (which is equal to an aggregate of 3.0% of the Shares and each Option Closing Dateshares of Common Stock underlying the Pre-Funded Warrants sold in the Offering), as applicable, one or more warrantsfor an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (each a “Representative’s Warrant” and together, the “Representative’s WarrantsWarrant Agreement”), to purchase of an aggregate number of shares of Common Stock representing 5% of the Public Securities issued and sold on such date, for an aggregate purchase price of $100.00, shall be exercisable, in whole or in part, commencing on the a date which is one hundred eighty (1801) days year after the Effective Date and expiring on the five-four year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[●]0.99, which is equal to 125110.0% of the initial public offering price of the Firm Shareseach Share. The Representative’s Warrants Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities”. .” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 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.