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

Agreement to Act as Selling 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 Selling Agent shall be the exclusive lead Selling Agent in connection with the Offering, which shall be undertaken pursuant to the Company’s Registration Statement (as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company and the Selling Agent. The Selling Agent will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale of the Shares, or any portion thereof, in the prospective Offering. Under no circumstances will the Selling Agent or any of their respective “Affiliates” (as defined below) be obligated to purchase any of the Shares for its own account or otherwise provide any financing. The Selling Agent shall act solely as the Company’s agent and not as principal. The Selling 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 Company’s written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the Selling Agent may (i) create a selling syndicate of additional Selling Agents for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) rely on such soliciting dealers who are FINRA members to participate in placing a portion of the Offering. The Selling Agent may also retain other brokers or dealers to act as sub-agents or selected dealers on their behalf in connection with the Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares shall be made at one or more closings (each, a “Closing” and the date on which a Closing occurs (a “Closing Date”). As compensation for services rendered, on a Closing Date, the Company shall pay to the Selling Agent the fees and expenses set forth below:

Agreement to Act as Selling 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 Selling Agent shall be the exclusive lead Selling Agent in connection with the Offering, which shall be undertaken offering and sale by the Company of the Securities pursuant to the Company’s Registration Statement (as defined below), with the terms of such Offering offering (the “Offering”) to be subject to market conditions and negotiations between the Company Company, the Selling Agent and the Selling Agentprospective Investors. The Selling Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale of the SharesSecurities, or any portion thereof, in the prospective Offering. Under no circumstances will the Selling Agent or any of their respective is “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 Selling Agent shall act solely as the Company’s agent and not as principal. The Selling 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 Company’s written consent, which such consent shall not be unreasonably withheld, conditioned, or delayed, the Selling Agent may (i) create a selling syndicate of additional Selling Agents for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) and/or and (ii) rely on such soliciting dealers who are FINRA members to participate in placing a portion of the Offering. The Selling Agent may also retain other brokers or dealers to act as sub-agents or selected dealers on their its behalf in connection with the Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares Securities shall be made at one or more closings closing (each, a the “Closing” and the date on which a the Closing occurs (a occurs, the “Closing Date”). As compensation for services rendered, on a the Closing Date, the Company shall pay to the Selling Agent the fees and expenses set forth below: (i) Cash: A cash fee (the “Cash Fee”) equal to 7.0% of the gross proceeds received by the Company from the sale of the Securities at the Closing, which such Cash Fee will be allocated by the Selling Agent among the Selling Agent and the members of the selling syndicate and soliciting dealers in its sole discretion.

Agreement to Act as Selling 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 Selling Agent shall be the exclusive lead Selling Agent in connection with the Offering, which shall be undertaken pursuant to the Company’s Registration Statement (as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company and the Selling Agent. The Selling Agent will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale of the SharesSecurities, or any portion thereof, in the prospective Offering. Under no circumstances will the Selling Agent or any of their its respective “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Shares Securities for its own account or otherwise provide any financing. The Selling Agent shall act solely as the Company’s agent and not as principal. The Selling 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 partpart in its distribution. Subject to the Company’s written consent, which such consent shall not be unreasonably withheld, conditioned, or delayed, the Selling Agent may (i) create a selling syndicate of additional Selling Agents Agent for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) rely on such soliciting dealers Selling Agent who are FINRA members to participate in placing a portion of the Offering. The Selling Agent may also retain other brokers or dealers to act as sub-agents or selected dealers on their its behalf in connection with the Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares Securities shall be made at one or more closings closing (each, a the “Closing” and the date on which a the Closing occurs (a occurs, the “Closing Date”). As compensation for services rendered, on a the Closing Date, the Company shall pay to the Selling Agent the fees and expenses set forth below: (i) Cash: A cash fee (the “Cash Fee”) equal to 7.0% of the gross proceeds received by the Company from the sale of the Securities at the Closing, which such Cash Fee will be allocated by the Selling Agent among the Selling Agent and/or the members of the selling syndicate and soliciting dealers in its sole discretion. (ii) Such number of Ordinary Share Purchase Warrants (the “Selling Agent Warrants”) to the Selling Agent or its permitted designees at the Closing to purchase, in the aggregate, shares of Ordinary Share equal to 6.0% of the aggregate number of Securities sold in the Offering. The Selling Agent Warrants shall be in customary form reasonably acceptable to Selling Agent, have a term of 3 years and an exercise price of 125% of the price of Securities sold in the Offering. The Selling Agent Warrants shall not be transferable or exercisable for six months from the date of the Offering except as permitted by FINRA Rule 5110(g)(1).

Agreement to Act as Selling 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 Selling Agent shall be the exclusive lead Selling Agent in connection with the Offering, which shall be undertaken pursuant to the Company’s Registration Statement (as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company and the Selling Agent. The Selling Agent will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale of the SharesSecurities, or any portion thereof, in the prospective Offering. Under no circumstances will the Selling Agent or any of their its respective “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Shares Securities for its own account or otherwise provide any financing. The Selling Agent shall act solely as the Company’s agent and not as principal. The Selling 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 Company’s written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the Selling Agent may (i) create a selling syndicate of additional Selling Agents for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) rely on such soliciting dealers who are FINRA members to participate in placing a portion of the Offering. The Selling Agent may also retain other brokers or dealers to act as sub-agents or selected dealers on their behalf in connection with the Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares Securities shall be made at one or more closings each closing (each, a the “Closing” and the date on which a each Closing occurs (a occurs, the “Closing Date”). As compensation for services rendered, on a the Closing Date, the Company shall pay to the Selling Agent the fees and expenses set forth below:

Agreement to Act as Selling 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 Selling Agent shall be the exclusive lead Selling Agent in connection with the Offering, which shall be undertaken pursuant to the Company’s Registration Statement (as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company and the Selling Agent. The Selling Agent will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale of the SharesSecurities, or any portion thereof, in the prospective Offering. Under no circumstances will the Selling Agent or any of their its respective “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Shares Securities for its own account or otherwise provide any financing. The Selling Agent shall act solely as the Company’s agent and not as principal. The Selling 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 partpart in its distribution. Subject to the Company’s written consent, which such consent shall not be unreasonably withheld, conditioned, or delayed, the Selling Agent may (i) create a selling syndicate of additional Selling Agents Agent for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) rely on such soliciting dealers Selling Agent who are FINRA members to participate in placing a portion of the Offering. The Selling Agent may also retain other brokers or dealers to act as sub-agents or selected dealers on their its behalf in connection with the Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares Securities shall be made at one or more closings closing (each, a the “Closing” and the date on which a the Closing occurs (a occurs, the “Closing Date”). As compensation for services rendered, on a the Closing Date, the Company shall pay to the Selling Agent the fees and expenses set forth below: (i) Cash: A cash fee (the “Cash Fee”) equal to 6.0% of the gross proceeds received by the Company from the sale of the Securities at the Closing, which such Cash Fee will be allocated by the Selling Agent among the Selling Agent and/or the members of the selling syndicate and soliciting dealers in its sole discretion. (ii) Such number of Ordinary Share Purchase Warrants (the “Selling Agent Warrants”) to the Selling Agent or its permitted designees at the Closing to purchase, in the aggregate, shares of Ordinary Share equal to 6.0% of the aggregate number of Securities sold in the Offering. The Selling Agent Warrants shall be in customary form reasonably acceptable to Selling Agent, have a term of 3 years and an exercise price of 125% of the price of Securities sold in the Offering. The Selling Agent Warrants shall not be transferable or exercisable for six months from the date of the Offering except as permitted by FINRA Rule 5110(g)(1).