Common use of Consideration; Expenses Clause in Contracts

Consideration; Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Representative on behalf of the Underwriters of the following compensation with respect to the Shares that they are offering: (i) a cash fee equals seven percent (7%) of the gross proceeds raised in the offering; (ii) a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company in the offering; (iii) warrants to purchase a number of the Company’s Class A Ordinary Shares equal to an aggregated of five percent (5%) of the total number of shares issued in the offering (the “Representative’s Warrants”). The Representative’s Warrants have an exercise price equal to 120% of the offering price of the Class A Ordinary Shares sold in this offering, are non-callable and non-cancellable, and may be exercised as to all or a lesser number of shares on a cashless basis. The Representative’s Warrants are exercisable commencing upon the closing of this offering and will expire in three (3) years and are transferable to the Representative’s permitted assignee(s). Any and all Representative’s Warrants to be issued to the Representative will be due and payable upon the closing of this offering and shall be issued to the Representative in conjunction with the closing. The Representative’s Warrants provide for immediate demand and/or piggy-back registration rights at the Company’s expense so that they are registered in the Registration Statement. 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 (or permitted assignees) may not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants or the securities underlying the Representative’s Warrants, nor will the Representative engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Representative’s Warrants or the underlying securities for a period of 180 days from the effective date of this offering, except that the Representative’s Warrants may be transferred to any FINRA member participating in the offering and their bona fide officers or partners if all securities so transferred remain subject to the lock-up restrictions for the remainder of the time period. (iv) an accountable expense allowance of up to $200,000 including but not limited to reasonable and documented travel, legal fees, due diligence fees, and other expenses and disbursements, incurred in connection with its services for the purpose of the offering, regardless of whether the offering is successfully closed. $[ ] has already been paid to the Representative as an advance against accountable expenses. Any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A). Notwithstanding anything to the contrary, whether or not the offering is successfully completed, the Company shall be responsible for all reasonable, necessary and accountable out-of-pocket expenses of the Representative relating to the offering including, but not limited to: (a) the costs of preparing, printing and filing the registration statement with the SEC, amendments and supplements thereto, and post effective amendments, as well as the filing with FINRA, and payment of all necessary fees in connection therewith and the printing of a sufficient quantity of preliminary and final prospectuses as the Underwriters may reasonably request; (b) the costs of preparing, printing and delivering exhibits thereto, in such quantities as the Underwriters may reasonably request; (c) all fees, expenses and disbursements relating to the registration, qualification or exemption of securities offered under the securities laws of foreign jurisdictions designated by the Underwriters; (d) the fees of counsel(s) and accountants for the Company, including fees associated with any blue sky filings where applicable; (e) fees associated with the Company’s transfer agent; and (f) fees, if necessary, associated with translation services.

Consideration; Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Representative on behalf of the Underwriters of the following compensation with respect to the Shares that they are offering: (i) a cash fee equals seven commission equal to six and half percent (76.5%) of the aggregate gross proceeds raised in received by the offeringCompany from the sale of the Shares to investors introduced by the Representative or five and half percent (5.5%) of the aggregate gross proceeds received by the Company from the sale of the Shares to investors introduced solely by the Company; (ii) a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company in from the offeringsale of the ordinary shares; (iii) warrants to purchase a number of the Company’s Class A Ordinary Shares ordinary shares equal to an aggregated of five percent (5%) of the total number of shares issued in the offering (the “Representative’s Warrants”). The Representative’s Warrants have an exercise price equal to 120125% of the offering price of the Class A Ordinary Shares ordinary shares sold in this offering, are non-callable and non-cancellable, and may be exercised as to all or a lesser number of shares on a cashless basis. The Representative’s Warrants are exercisable commencing upon the closing of this offering and will expire in three (3) years and are transferable to the Representative’s permitted assignee(s). Any and all Representative’s Warrants to be issued to the Representative will be due and payable upon the closing of this offering and shall be issued to the Representative in conjunction with the closing. The Representative’s Warrants provide for immediate demand and/or and unlimited piggy-back registration rights. The first demand registration right and all piggy-back registration rights are exercisable at the Company’s expense so that they are registered expense. The demand and piggy-back registration rights expire in three years from the Registration Statementclosing of this offering. 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 (or permitted assignees) may not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants or the securities underlying the Representative’s Warrants, nor will the Representative engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Representative’s Warrants or the underlying securities for a period of 180 days from the effective closing date of this offering, except that the Representative’s Warrants may be transferred to any FINRA member participating in the offering and their bona fide officers or partners if all securities so transferred remain subject to the lock-up restrictions for the remainder of the time period. (iv) an accountable expense allowance of up US$150,000 of which US$50,000 has been paid to $200,000 including but not limited to reasonable and documented travel, legal fees, due diligence feesthe Representative. The Company will pay the Representative US$50,000 upon the first public filing of the draft registration statement, and other expenses and disbursementsthe remaining US$50,000 shall be paid to the Representative once the registration statement is declared effective by the Commission; provided, incurred in connection with its services for that the purpose of Company shall pay the offering, accountable expense allowance regardless of whether the offering transactions contemplated by this Agreement are consummated or this Agreement is successfully closedterminated. $[ ] has already been paid to Notwithstanding the foregoing, any advance received by the Representative as an advance against accountable expenses. Any unused portion of the accountable expense allowance shall will be returned to the Company to the extent not actually incurred in accordance compliance with FINRA Rule 5110(g)(4)(A5110(f)(2)(C). Notwithstanding anything to the contrary, whether or not the offering is successfully completed, the Company shall be responsible for all reasonable, necessary and accountable out-of-pocket expenses of the Representative relating to the offering including, but not limited to: (a) the costs of preparing, printing and filing the registration statement with the SEC, amendments and supplements thereto, and post effective amendments, as well as the filing with FINRA, and payment of all necessary fees in connection therewith and the printing of a sufficient quantity of preliminary and final prospectuses as the Underwriters may reasonably request; (b) the costs of preparing, printing and delivering exhibits thereto, in such quantities as the Underwriters may reasonably request; (c) all fees, expenses and disbursements relating to the registration, qualification or exemption of securities offered under the securities laws of foreign jurisdictions designated by the Underwriters; (d) the fees of counsel(s) and accountants for the Company, including fees associated with any blue sky filings where applicable; (e) fees associated with the Company’s transfer agent; and (f) fees, if necessary, associated with translation services.

Consideration; Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Representative on behalf of the Underwriters of the following compensation with respect to the Shares that they are offering: (i) a cash fee equals seven percent (7%) of the gross proceeds raised in the offeringOffering; (ii) a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company in the offeringOffering; (iii) warrants to purchase a number of the Company’s Class A Ordinary Shares equal to an aggregated of five percent (5%) of the total number of shares issued in the offering (the “Representative’s Warrants”). The Representative’s Warrants have an exercise price equal to 120% of the offering price of the Class A Ordinary Shares sold in this offering, are non-callable and non-cancellable, and may be exercised as to all or a lesser number of shares on a cashless basis. The Representative’s Warrants are exercisable commencing upon the closing of this offering and will expire in three (3) years and are transferable to the Representative’s permitted assignee(s). Any and all Representative’s Warrants to be issued to the Representative will be due and payable upon the closing of this offering and shall be issued to the Representative in conjunction with the closing. The Representative’s Warrants provide for immediate demand and/or piggy-back registration rights at the Company’s expense so that they are registered in the Registration Statement. 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 (or permitted assignees) may not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants or the securities underlying the Representative’s Warrants, nor will the Representative engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Representative’s Warrants or the underlying securities for a period of 180 days from the effective date of this offering, except that the Representative’s Warrants may be transferred to any FINRA member participating in the offering and their bona fide officers or partners if all securities so transferred remain subject to the lock-up restrictions for the remainder of the time period. (iv) an accountable expense allowance of up to $200,000 250,000 including but not limited to reasonable and documented travel, legal fees, due diligence fees, and other expenses and disbursements, incurred in connection with its services for the purpose of the offering, regardless of whether the offering is successfully closed. $[ ] 150,000 has already been paid to the Representative as an advance against accountable expenses. Any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A). Notwithstanding anything to the contrary, whether or not the offering is successfully completed, the Company shall be responsible for all reasonable, necessary and accountable out-of-pocket expenses of the Representative relating to the offering including, but not limited to: (a) the costs of preparing, printing and filing the registration statement with the SEC, amendments and supplements thereto, and post effective amendments, as well as the filing with FINRA, and payment of all necessary fees in connection therewith and the printing of a sufficient quantity of preliminary and final prospectuses as the Underwriters may reasonably request; (b) the costs of preparing, printing and delivering exhibits thereto, in such quantities as the Underwriters may reasonably request; (c) all fees, expenses and disbursements relating to the registration, qualification or exemption of securities offered under the securities laws of foreign jurisdictions designated by the Underwriters; (d) the fees of counsel(s) and accountants for the Company, including fees associated with any blue sky filings where applicable; (e) fees associated with the Company’s transfer agent; and (f) fees, if necessary, associated with translation services.

Consideration; Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Representative on behalf of the Underwriters of the following compensation with respect to the Shares that they are offering: (i) a cash fee equals seven commission equal to six and half percent (76.5%) of the aggregate gross proceeds raised in received by the offeringCompany from the sale of the Shares to investors introduced by the Representative or five and half percent (5.5%) of the aggregate gross proceeds received by the Company from the sale of the Shares to investors introduced solely by the Company; (ii) a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company in from the offeringsale of the ordinary shares; (iii) warrants to purchase a number of the Company’s Class A Ordinary Shares ordinary shares equal to an aggregated of five percent (5%) of the total number of shares issued in the offering (the “Representative’s Warrants”). The Representative’s Warrants have an exercise price equal to 120125% of the offering price of the Class A Ordinary Shares ordinary shares sold in this offering, are non-callable and non-cancellable, and may be exercised as to all or a lesser number of shares on a cashless basis. The Representative’s Warrants are exercisable commencing upon the closing of this offering and will expire in three (3) years and are transferable to the Representative’s permitted assignee(s). Any and all Representative’s Warrants to be issued to the Representative will be due and payable upon the closing of this offering and shall be issued to the Representative in conjunction with the closing. The Representative’s Warrants provide for immediate demand and/or unlimited piggy-back registration rights at the Company’s expense so that they are registered in the Registration Statementthis registration statement. 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 (or permitted assignees) may not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants or the securities underlying the Representative’s Warrants, nor will the Representative engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Representative’s Warrants or the underlying securities for a period of 180 days from the effective date of this offering, except that the Representative’s Warrants may be transferred to any FINRA member participating in the offering and their bona fide officers or partners if all securities so transferred remain subject to the lock-up restrictions for the remainder of the time period. (iv) an accountable expense allowance of up US$150,000 of which US$50,000 has been paid to $200,000 including but not limited to reasonable and documented travel, legal fees, due diligence feesthe Representative. The Company will pay the Representative US$50,000 upon the first public filing of the draft registration statement, and other expenses and disbursementsthe remaining US$50,000 shall be paid to the Representative once the registration statement is declared effective by the Commission; provided, incurred in connection with its services for that the purpose of Company shall pay the offering, accountable expense allowance regardless of whether the offering transactions contemplated by this Agreement are consummated or this Agreement is successfully closedterminated. $[ ] has already been paid to Notwithstanding the foregoing, any advance received by the Representative as an advance against accountable expenses. Any unused portion of the accountable expense allowance shall will be returned to the Company to the extent not actually incurred in accordance compliance with FINRA Rule 5110(g)(4)(A5110(f)(2)(C). Notwithstanding anything to the contrary, whether or not the offering is successfully completed, the Company shall be responsible for all reasonable, necessary and accountable out-of-pocket expenses of the Representative relating to the offering including, but not limited to: (a) the costs of preparing, printing and filing the registration statement with the SEC, amendments and supplements thereto, and post effective amendments, as well as the filing with FINRA, and payment of all necessary fees in connection therewith and the printing of a sufficient quantity of preliminary and final prospectuses as the Underwriters may reasonably request; (b) the costs of preparing, printing and delivering exhibits thereto, in such quantities as the Underwriters may reasonably request; (c) all fees, expenses and disbursements relating to the registration, qualification or exemption of securities offered under the securities laws of foreign jurisdictions designated by the Underwriters; (d) the fees of counsel(s) and accountants for the Company, including fees associated with any blue sky filings where applicable; (e) fees associated with the Company’s transfer agent; and (f) fees, if necessary, associated with translation services.

Consideration; Expenses. (a) 4.1 In consideration of the services to be provided for hereunderServices during the term hereof and the assignment and transfer of IP-Rights, the Consultant shall be entitled to an annual flat rate fee of € 100,000 payable in monthly installments (the "Consideration") . In the event that this Agreement is terminated early by the Company pursuant to cl: 1.8 above, or cl. 9.2 or cl. 9.4 below, the obligation of Company to pay Consultant Consideration under this Agreement shall pay concurrently terminate. Subject to the Representative on behalf foregoing sentence, the Consideration covers the Service Days and shall be paid irrespective of whether XXXX WOLFSK[N has requested the Services of the Underwriters Consultant in a respective month or not. For any Additional Service Day (8h working hour basis) the Consultant shall be entitled to an additional fee of € 3,500 payable with the monthly instalment of the month in which Additional Service Days have occurred. 4.2 The Consultant shall be obliged to invoice the Consideration and any further fees to the Company no later than on the 5th of the calendar month following compensation the calendar month of the provision of the Services. The Consultant's invoice must show the VAT amount, if applicable, and shall sufficiently document the Services provided. 4.3 The Parties agree that the final monthly instalment that is due and payable at the end of the calendar month December 2021, shall qualify as consideration for the transfer of any and all IP-Rights as set forth in Section 5 of the Agreement. The Consideration covers all claims of the Consultant with regard to the Services and the transfer of IP-Rights, unless specifically stated otherwise in this Agreement. The Parties acknowledge, that the Consideration allocated to the transfer of IP-Rights is subject to withholding tax. 4.4 VAT, if applicable, will be paid additionally. Consultant acknowledges and agrees that, as an independent contractor, Consultant is solely responsible for the payment of any taxes and/or assessments imposed on her personally on account of the payment of fees pursuant to this Agreement. XXXX WOLFSKIN shall not, by reason of Consultant's status as an independent contractor and the representations contained herein, make any withholdings or payments of said taxes or assessments with respect to fees paid hereunder, provided, however, that if required by law or any governmental agency of competent jurisdiction, XXXX WOLFSKIN shall withhold any such taxes or assessments from the Shares that they are offering: (i) a cash fee equals seven percent (7%) of the gross proceeds raised in the offering; (ii) a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company in the offering; (iii) warrants to purchase a number of the Company’s Class A Ordinary Shares equal to an aggregated of five percent (5%) of the total number of shares issued in the offering (the “Representative’s Warrants”). The Representative’s Warrants have an exercise price equal to 120% of the offering price of the Class A Ordinary Shares sold in this offering, are non-callable and non-cancellable, and may be exercised as to all or a lesser number of shares on a cashless basis. The Representative’s Warrants are exercisable commencing upon the closing of this offering and will expire in three (3) years and are transferable to the Representative’s permitted assignee(s). Any and all Representative’s Warrants to be issued to the Representative will be fees due and payable upon the closing of this offering and shall be issued to the Representative in conjunction with the closing. The Representative’s Warrants provide for immediate demand and/or piggy-back registration rights at the Company’s expense so that they are registered in the Registration Statement. The Representative’s Warrants shall also have customary anti-dilution provisions for stock dividends, splits, mergersConsultant, and any future stock issuance, etc., at a price(s) below said exercise price per share such withholding shall be for Consultant's account and shall provide for automatic exercise immediately prior not be reimbursed by XXXX WOLFSKIN to expiration. The Representative (or permitted assignees) may not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants or the securities underlying the Representative’s Warrants, nor will the Representative engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Representative’s Warrants or the underlying securities for a period of 180 days from the effective date of this offering, except that the Representative’s Warrants may be transferred to any FINRA member participating in the offering and their bona fide officers or partners if all securities so transferred remain subject Consultant. 4.5 In addition to the lock-up restrictions for the remainder of the time period. (iv) an accountable expense allowance of up to $200,000 including but not limited to reasonable and documented travelConsideration, legal fees, due diligence fees, and other expenses and disbursements, incurred in connection with its services for the purpose of the offering, regardless of whether the offering is successfully closed. $[ ] has already been paid to the Representative as an advance against accountable expenses. Any unused portion of the accountable expense allowance XXXX WOLFSKIN shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A). Notwithstanding anything to the contrary, whether or not the offering is successfully completed, the Company shall be responsible reimburse Consultant for all reasonable, necessary customary expenses for travel, lodging and accountable out-of-pocket expenses materials incurred in the performance of the Representative relating Services to the offering includingbe provided hereunder. On a monthly basis, but not limited to: (a) the costs of preparing, printing and filing the registration statement with the SEC, amendments and supplements thereto, and post effective amendments, as well as the filing with FINRA, and payment of all necessary fees in connection therewith and the printing of consultant shall account for such expenses by submitting a sufficient quantity of preliminary and final prospectuses as the Underwriters may reasonably request; (b) the costs of preparing, printing and delivering exhibits thereto, in signed invoice itemizing such quantities as the Underwriters may reasonably request; (c) all fees, expenses and disbursements relating to attaching copies of receipts. To the registrationextent feasible, qualification or exemption of securities offered under the securities laws of foreign jurisdictions designated by the Underwriters; (d) the fees of counsel(s) and accountants for the Company, including fees associated with any blue sky filings where applicable; (e) fees associated with the Company’s transfer agent; and (f) fees, if necessary, associated with translation servicesXxxx Wolfskin will arrange travel bookings.