Common use of Agreement to Act as Placement Agent Clause in Contracts

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the Securities, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). As compensation for services rendered, on the Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the SecuritiesShares and pre-funded warrants pursuant to the Company’s registration statement on Form S-3 (File No. 333-237592) (the “Registration Statement”) (such offering, with the terms of such offering (the “Offering”) with the terms of the Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares Securities and the Company shall have the sole right to accept offers to purchase Shares Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). As compensation for services rendered, on the each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent Placement Agent in connection with the offering and sale by the Company of the SecuritiesSecurities pursuant to the Company’s registration statement on Form S-3 (File No. 333-222535) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares Securities and the Company shall have the sole right to accept offers to purchase Shares Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). As compensation for services rendered, on the each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent agent, during the term, as provided in the Engagement Agreement, in connection with the offering and sale by the Company of the SecuritiesSecurities pursuant to the Company’s registration statement on Form F-1 (File No. 333-272311), as amended (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares Securities and the Company shall have the sole right to accept offers to purchase Shares Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agent and, upon receipt of such Securities, the Placement Agent shall electronically deliver such Securities to the applicable Investor and payment shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on the each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the SecuritiesRegistered Securities pursuant to the Company's registration statement on Form S-3 (File No. 333-274665) (the “Registration Statement”) and a concurrent private placement of the Common Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no basis guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares Securities and the Company shall have the sole right to accept offers to purchase Shares Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). As compensation for services rendered, on the each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent Placement Agent in connection with the offering and sale by the Company of the SecuritiesSecurities to the Investors pursuant to the Company's registration statement on Form S-3 File No. 333-195386) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares Securities for its own account or otherwise provide any financingfinancing and the Company is under no obligation to sell any Securities. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares Securities and the Company shall have the sole right to accept offers to purchase Shares Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). As compensation for services rendered, on the each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth belowbelow from the gross proceeds received by the Company:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the SecuritiesSecurities pursuant to the Company's registration statement on Form S-3 (File No. 333-264488) (including the exhibits thereto filed at such time, with and as may be amended from time to time, the terms of “Registration Statement”) (such offering (offering, the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent Company and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares Securities and the Company shall have the sole right to accept offers to purchase Shares Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). As compensation for services rendered, on the each Closing Date, the Company shall pay to the Placement Agent a cash fee equal to 8% of the fees and expenses set forth below:gross proceeds received by the Company from the sale of the Securities at such Closing.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent Placement Agent in connection with the offering and sale by the Company of the SecuritiesSecurities pursuant to the Company's registration statement on Form S-1 (File No. 333-212384) (as amended or supplemented from time to time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principalprincipal and the Placement Agent shall communicate to the Company each reasonable offer to purchase Securities received by it as agent of the Company. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). As compensation for services rendered, on the each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the non-exclusive placement agent Placement Agent in connection with the offering and sale by the Company of the SecuritiesSecurities pursuant to the Company's registration statement on Form S-3 (File No. 333-207564) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will Except as described in Section 1(a)(i) below, neither the Placement Agent or nor any of its “Affiliates” (as defined below) shall be otherwise obligated to underwrite or purchase any of the Shares Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). As compensation for services rendered, on the each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the ADSs representing the Shares included in the Ordinary Units, the Pre-Funded Warrants and the Pre-Funded Warrant ADSs (the “Public Securities”) pursuant to the Company's registration statement on Form F-3 (File No. 333-271385) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), and the Ordinary Warrants and Ordinary Warrant ADSs pursuant to an exemption from registration under the Securities Act, in accordance with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the SecuritiesUnits, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares Units for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares Units and the Company shall have the sole right to accept offers to purchase Shares Units and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Units shall be made at one closing on July 21, 2023 (the “Closing” and the date on which the Closing occurs, the “Closing Date”). As compensation for services rendered, on the Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Lead Agent shall be the exclusive lead placement agent and the Co-Agent the exclusive co-placement agent in connection with the offering and sale by the Company of the SecuritiesSecurities pursuant to the Company's registration statement on Form S-3 (File No. 333-193434) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent Agents and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent Agents or any of its their respective “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares Securities for its their own account accounts or otherwise provide any financing. The Placement Agent Agents shall act solely as the Company’s agent agents and not as principal. The Placement Agent Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Shares Securities and the Company shall have the sole right to accept offers to purchase Shares Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing or more closings (the each a “Closing” and the date on which the Closing occurs, the a “Closing Date”). As compensation for services rendered, on the Closing Date, the Company shall pay to the Placement Agent Agents the aggregate fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Co-Placement Agent Agents shall be the exclusive placement agent agents in connection with the offering and sale by the Company of the SecuritiesSecurities pursuant to the Company’s registration statement on Form S-3 (File No. 333-262311) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Co-Placement Agent Agents and the prospective Investors. The Co-Placement Agent Agents will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Co-Placement Agent Agents or any of its their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares Securities for its own account or otherwise provide any financing. The Co-Placement Agent Agents shall act solely as the Company’s agent agents and not as principal. The Co-Placement Agent Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Shares Securities and the Company shall have the sole right to accept offers to purchase Shares Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). As compensation for services rendered, on the each Closing Date, the Company shall pay to the Co-Placement Agent Agents the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent Placement Agent in connection with the offering and sale by the Company of the SecuritiesSecurities pursuant to the Company's registration statement on Form S-1 (File No. 333-179331) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent Agent, as agent for the Company, will act on a reasonable best efforts basis to assist the Company in obtaining Investors to purchase the Securities and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one a single closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). As compensation for services rendered, on the Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the Securities, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). As compensation for services rendered, on the Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: to the Investors for each Common Share issuable upon exercise of the Pre-Funded Warrants is US$0.001 and for the Common Warrants is US$4.21. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering. The Company hereby confirms its agreement with the Placement Agent as follows:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the SecuritiesRegistered Securities pursuant to the Company's registration statement on Form S-3 (File No. 333-268957) (the “Registration Statement”) and concurrent private placement of the Restricted Pre-Funded Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). As compensation for services rendered, on the each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the SecuritiesShares and Warrants pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares Securities and the Company shall have the sole right to accept offers to purchase Shares Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). As compensation for services rendered, on the each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the SecuritiesRegistered Securities pursuant to the Company's registration statement on Form F-1 (File No. 333-264167) (the "Registration Statement") with a concurrent private placement of the Private Warrants, with the terms of such offering (the “"Offering”") to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “"Affiliates” " (as defined below) be obligated to underwrite or purchase any of the Shares Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s 's agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares Securities and the Company shall have the sole right to accept offers to purchase Shares Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing or more closings (the “each a "Closing” " and the date on which the each Closing occurs, the “a "Closing Date”"). The Closing of the issuance of the Securities shall occur via "Delivery Versus Payment", i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agent and, upon receipt of such Securities, the Placement Agent shall electronically deliver such Securities to the applicable Investor and payment shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on the each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the SecuritiesRegistered Shares pursuant to the Company’s registration statement on Form S-3 (File No. 333-267870) (the “Registration Statement”) and a concurrent private placement of the Common Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares Securities and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). As compensation for services rendered, on the each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the SecuritiesShares, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the SecuritiesShares, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Shares shall be made at one the closing of the Offering as provided in the Purchase Agreement (the “Closing” and the date on which the each Closing occurs, the a “Closing Date”). As compensation for services rendered, on the each Closing Date, the Company shall pay to the Placement Agent a transaction fee equal to seven percent (7.0%) of the fees and expenses set forth below:gross proceeds of the aggregate amount of Shares sold on such Closing Date, payable at Closing.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the SecuritiesShares and Pre-Funded Warrants pursuant to the Company’s registration statement on Form S-3 (File No. 333-249979) (the “Registration Statement”) and a concurrent private placement of the Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares Securities and the Company shall have the sole right to accept offers to purchase Shares Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). As compensation for services rendered, on the each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the SecuritiesShares and Prefunded Warrants pursuant to the Company’s registration statement on Form S-3 (File No. 333-268302) (the “Registration Statement”) and a concurrent private placement of the Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares Securities and the Company shall have the sole right to accept offers to purchase Shares Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). As compensation for services rendered, on the each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties warranties, and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the SecuritiesShares pursuant to the Company’s registration statement on Form S-3 (File No. 333-275608) (the “Registration Statement”), with a concurrent private placement of the Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agent and, upon receipt of such Securities, the Placement Agent shall electronically deliver such Securities to the applicable Investor and payment shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on the each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the private offering and sale by the Company of the Securities, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). As compensation for services rendered, on the each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: