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

Agreement to Act as Placement Agents. (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 Agents shall be the exclusive placement agents in connection with the offering and sale by the Company of the Securities pursuant to the Company's registration statement on Form F-1 (File No. 333-[●]) (the “Registration Statement”) with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Representative and the prospective Investors. The Placement 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 Placement Agents or any of their respective “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for their own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. The Placement Agents may employ other FINRA member firms as selected dealers at their discretion. 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 Representative a cash fee equal to six percent (6%) of the gross proceeds received by the Company from the sale of the Securities (the “Cash Fee”).

Agreement to Act as Placement Agents. (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 Agents shall be the exclusive placement agents in connection with the private offering and sale by the Company of the Securities pursuant to the Company's registration statement on Form F-1 (File No. 333-[●]) (the “Registration Statement”) Securities, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Representative Placement Agents and the prospective Investors. The Placement Agents 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 Agents or any of their respective “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for their its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. The Placement Agents may employ other FINRA member firms as selected dealers at their discretion. 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 Closing Date, the Company shall pay to the Representative a cash fee equal to six percent (6%) of Placement Agents the gross proceeds received by the Company from the sale of the Securities (the “Cash Fee”).fees and expenses set forth below:

Agreement to Act as Placement Agents. (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 Agents shall be the exclusive placement agents in connection with the offering and sale by the Company of the Securities Shares pursuant to the Company's registration statement on Form F-1 S-1 (File No. 333-[●]333-276804) (the “Registration Statement”) ), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Representative Placement Agents and the prospective Investors. The Placement Agents will will, severally and not jointly, 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 SecuritiesShares, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their respective “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for their own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities Shares and the Company shall have the sole right to accept offers to purchase Securities Shares and may reject any such offer, in whole or in part. The Placement Agents may employ other FINRA member firms as selected dealers at their discretion. 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 (the “Closing” and the date on which the Closing occurs, the “Closing Date”). As compensation for services rendered, on the each Closing Date, the Company shall pay to the Representative a cash fee equal to six percent (6%) of Placement Agents the gross proceeds received by the Company from the sale of the Securities (the “Cash Fee”).fees and expenses set forth below:

Agreement to Act as Placement Agents. (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 Agents shall be the exclusive placement agents in connection with the offering and sale by the Company of the Securities Shares pursuant to the Company's ’s registration statement on Form F-1 S-1 (File No. 333-[●__]) (the “Registration Statement”) ), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Representative Placement Agents and the prospective Investors. The Placement Agents will will, severally and not jointly, 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 SecuritiesShares, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their respective “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for their its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities Shares and the Company shall have the sole right to accept offers to purchase Securities Shares and may reject any such offer, in whole or in part. The Placement Agents may employ other FINRA member firms as selected dealers at their discretion. 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 (the “Closing” and the date on which the Closing occurs, the “Closing Date”). As compensation for services rendered, on the each Closing Date, the Company shall pay to the Representative a cash fee equal to six percent (6%) of Placement Agents the gross proceeds received by the Company from the sale of the Securities (the “Cash Fee”).fees and expenses set forth below: