Common use of Nature and Purchase of Firm Shares Clause in Contracts

Nature and Purchase of Firm Shares. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [•] shares (“Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and an aggregate of [•] Warrants (as hereinafter defined) to purchase an aggregate of [•] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants will be purchased separately and will be collectively referred to herein as the “Firm Securities”. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the purchase price of $[•] per Firm Share ([___]% of the per Firm Share offering price). The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). The Underwriters, severally and not jointly, also agree to purchase from the Company the number of Firm Warrants set forth opposite their respective names on Schedule I attached hereto and made a part hereof at the purchase price of $[•] per Firm Warrant. The Firm Warrants are to be offered to the public at the offering price set forth on the cover page of the Prospectus.

Nature and Purchase of Firm Shares. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [•] shares (“Firm Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters [•] warrant to purchase [•] share[s] of Common Stock at an exercise price of [•] per share (each, a “Warrant”), or an aggregate of [•] ([•]) Warrants (as hereinafter defined) to purchase an aggregate of [•] ([•]) shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants will may be purchased separately and will be collectively referred to herein as separately tradable immediately upon the issuance (each, a “Firm Security”, and collectively, the “Firm Securities”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $[•] per Firm Share (and $[___]% of the •] per Firm Share offering price). Warrant.1 The Firm Shares Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). The Underwriters, severally and not jointly, also agree to purchase from the Company the number of Firm Warrants set forth opposite their respective names on Schedule I attached hereto and made a part hereof at the purchase price of $[•] per Firm Warrant. The Firm Warrants are to be offered to the public at the offering price set forth on the cover page of the Prospectus.

Nature and Purchase of Firm Shares. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [•·] shares (“Firm Shares”) of the Company’s common stock, no par value $0.0001 per share (the “Common Stock”), and an aggregate of [•] Warrants (as hereinafter defined) including rights to purchase an aggregate shares of [•] Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (the collectively, “Firm WarrantsShares”). The Firm Shares and the Firm Warrants will be purchased separately and will be collectively referred to herein as the “Firm Securities”. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $[•] per Firm Share set forth on Schedule 1 attached hereto ([___]100% of the per Firm Share offering priceprice for shares purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share offering price for shares purchased for sale to all other parties). The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). The Underwriters“Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), severally and not jointly, also agree to purchase from the Company the number of Firm Warrants set forth opposite their respective names on Schedule I attached hereto and made a part hereof at the purchase price of $[•] per Firm Warrant. The Firm Warrants are to be offered to the public at the offering price set forth as in effect on the cover page date of the Prospectusthis Agreement and (ii) as to Eastern Capital, shall also include, without limitation all Affiliates of Eastern Capital and Immediate Family Members of Affiliates of Eastern Capital to whom any Firm Shares are sold. For purposes of this Agreement, an “Immediate Family Member” means any parent, spouse, sibling, lineal descendant or lineal descendant of a spouse, including any adoptive relationships.

Nature and Purchase of Firm Shares. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [•_] shares (“each, a "Firm Share," and in the aggregate, the "Firm Shares”") of the Company’s 's common stockshares, no par value $0.0001 per share (the “"Common Stock”)Shares") and [_] pre-funded warrants (each, a "Pre-Funded Warrant," and an aggregate of [•] Warrants (as hereinafter definedin the aggregate, the "Firm Pre-Funded Warrants") each to purchase one Common Share at an aggregate exercise price of [•] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants will be purchased separately and will be collectively referred to herein $0.001 until such time as the “Firm Securities”Pre-Funded Warrant is exercised in full, subject to adjustment as provided in the Pre-Funded Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares Securities (as defined below) set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $[•_] per Firm Share ([___]92.5% of the per Firm Share offering price), $[_] per Firm Pre-Funded Warrant (92.5% of the per Firm Share offering price less $0.001). The Firm Shares and the Firm Pre-Funded Warrants (collectively, the "Firm Securities") are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). The Underwriters, severally and not jointly, also agree to purchase from the Company the number of Firm Warrants set forth opposite their respective names on Schedule I attached hereto and made a part hereof at the purchase price of $[•] per Firm Warrant. The Firm Warrants are to be offered to the public at the offering price set forth on the cover page of the Prospectus.

Nature and Purchase of Firm Shares. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [•●] shares (“Firm Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock each at an exercise price of $[●] per share (125% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [•●] Warrants (as hereinafter defined) to purchase an aggregate of [•●] shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and the Firm Warrants will shall be purchased separately and will be collectively referred to herein sold as the a unit (a “Firm SecuritiesUnit”), consisting of one Firm Share and one Firm Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $[•●] per Firm Unit (93% of the per Firm Unit offering price), and the purchase price of each Firm Unit shall be allocated as follows: (i) $[●] per Firm Share ([___●]% of the per Firm Share offering price) and (ii) $[●] per Firm Warrant ([●]% of the Firm Warrant offering price). The Firm Shares Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). The Underwriters, severally and not jointly, also agree to purchase from the Company the number of Firm Warrants set forth opposite their respective names on Schedule I attached hereto and made a part hereof at the purchase price of $[•] per Firm Warrant. The Firm Warrants are to be offered to the public at the offering price set forth on the cover page of the Prospectus.

Nature and Purchase of Firm Shares. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to in the several Underwriters, an aggregate of (A) [•●] shares (the “Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), together with [●] warrants (the “Warrants” and an aggregate of [•] the Warrants (as hereinafter defined) being sold by the Company pursuant to purchase an aggregate of [•] shares of Common Stock (this paragraph, the “Firm Warrants”). The Firm Shares ” and together with the Firm Warrants will be purchased separately and will be collectively referred to herein as Shares, the “Firm Securities”), with each whole Warrant entitling the holder thereof to purchse one (1) share of Common Stock at an exercise price of $[●] per share pursuant to the terms thereof, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the Firm Securities in the amounts set forth beside such Underwriter’s name on Schedule 1 hereto. (ii) The Firm Securities are to be offered to the public at the public offering price as set forth on Schedule 2-A hereto (the “Public Offering Price”) and the Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the purchase price for one Firm Share and ¾ of a Firm Warrant of $[•●] per Firm Share ([___]or 93% of the per Firm Share offering pricePublic Offering Price). The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). The Underwriters, severally and not jointly, also agree to purchase from the Company the number of Firm Warrants set forth opposite their respective names on Schedule I attached hereto and made a part hereof at the purchase price of $[•] per Firm Warrant. The Firm Warrants are to be offered to the public at the offering price set forth on the cover page of the Prospectus.

Nature and Purchase of Firm Shares. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [•●] shares (the “Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and together with warrants to purchase up to an aggregate of [•] Warrants (as hereinafter defined) to purchase an aggregate of [•●] shares of Common Stock (each, a “Firm Warrant”; and, collectively, the “Firm Warrants”). Each Firm Warrant shall be exercisable for a period of five (5) years at an exercise price of $[●] per share (125% of the per Firm Unit (as herein defined) public offering price). The form of the Firm Warrant is attached hereto as Exhibit A (the “Warrant Agreement”). The Firm Shares and the Firm Warrants will shall be purchased separately and will be collectively referred to herein sold together as units (each, a “Firm Unit”; and, collectively, the “Firm SecuritiesUnits”), each Firm Unit consisting of one Firm Share and one Firm Warrant for the purchase of one-half (0.5) share of Common Stock. The Firm Shares and the Firm Warrants shall be immediately separable and transferable upon issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $[•●] per Firm Share Unit ([___]93% of the per per-Firm Share Unit public offering price). The Firm Shares Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). The Underwriters, severally and not jointly, also agree to purchase from the Company the number of Firm Warrants set forth opposite their respective names on Schedule I attached hereto and made a part hereof at the purchase price of $[•] per Firm Warrant. The Firm Warrants are to be offered to the public at the offering price set forth on the cover page of the Prospectus.

Nature and Purchase of Firm Shares. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [•] shares (the “Firm Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”)) and/or pre-funded warrants (each, a “Pre-Funded Warrant”, and an aggregate of [•] Warrants (as hereinafter definedin the aggregate, the “Firm Pre-Funded Warrants”) to purchase an aggregate of [•] shares one share of Common Stock at an exercise price of $0.0001 per share (the “Firm Pre-Funded Warrant Shares”) until such time as the Pre-Funded Warrants are exercised in full, subject to adjustment as provided in the Pre-Funded Warrants”). The Firm Shares and certificate evidencing the Firm Pre-Funded Warrants will be purchased separately and will be collectively referred to herein in the form attached hereto as the “Firm Securities”.Exhibit A. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares and Pre-Funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $[•] per Firm Share ([___]93.0% of the per Firm Share offering price) and $[•] per Firm Pre-Funded Warrant (93.0% of the per Firm Pre-Funded Warrant offering price). The Firm Shares Securities and the Firm Pre-Funded Warrants (collectively, the “Firm Securities”) are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). The Underwriters, severally and not jointly, also agree to purchase from the Company the number of Firm Warrants set forth opposite their respective names on Schedule I attached hereto and made a part hereof at the purchase price of $[•] per Firm Warrant. The Firm Warrants are to be offered to the public at the offering price set forth on the cover page of the Prospectus.

Nature and Purchase of Firm Shares. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [•] —], common shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value $0.0001 per share (the “ Common Shares “). For every two Firm Shares issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one Common StockShare at an excess price of $ [—] per share (each, a “Warrant”), and or an aggregate of [•—] Warrants (as hereinafter defined) to purchase an aggregate of [•—] shares of Common Stock Ordinary Shares (the “Firm Warrants”). The Firm Shares and the Firm Warrants will be purchased separately and will be collectively referred to herein as separately transferred immediately upon the issuance (each, “Firm Security” and collectively, the “Firm Securities”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $[•] —], per Firm Share ([___]94% of the per Firm Share offering priceprice other than the Company Shares as set forth on Schedule 1 attached hereto) and [—] per Firm Warrant (94% of the per Firm Warrant offering price other than the Company Warrants as set forth on Schedule 1 attached hereto). The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). The Underwriters, severally and not jointly, also agree to purchase from the Company the number of Firm Warrants set forth opposite their respective names on Schedule I attached hereto and made a part hereof at the purchase price of $[•] per Firm Warrant. The Firm Warrants are to be offered to the public at the offering price set forth on the cover page of the Prospectus.

Nature and Purchase of Firm Shares. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several UnderwritersUnderwriter, an aggregate of [•●] shares (the “Firm Shares”) of the Company’s common stockAmerican depositary shares, each representing eight Class B ordinary shares of the Company, par value $0.0001 US$0.00001 per share (the “Common StockADS”), and an aggregate of [•] Warrants (as hereinafter defined) to purchase an aggregate of [•] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants will be purchased separately and will be collectively referred to herein as the “Firm Securities”. (ii) The Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Company the number of Firm Shares set forth opposite their respective names its name on Schedule 1 attached hereto and made a part hereof at the a purchase price of $US$[•●] per Firm Share being offered and sold to investors introduced by the Underwriter ([___]94% of the per Firm Share offering price), or a purchase price of US$[●] per Firm Share being offered and sold to investors introduced by the Company (97% of the per Firm Share offering price) and with such pricing information set forth in Schedule 2-A hereof. The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). . (iii) The UnderwritersCompany agrees to engage the Underwriter for the period beginning on January 9, severally 2024 and not jointlyending eighteen (12) months thereafter or upon the final closing of the Offering (as defined below), also agree whichever is sooner (the “Engagement Period”), to purchase from act as the Company’s (except as the Underwriter and the Company may otherwise agree in writing) underwriter and investment banker in connection with the number of Firm Warrants set forth opposite their respective names on Schedule I attached hereto and made a part hereof at the purchase price of $[•] per Firm WarrantOffering. The Firm Warrants Shares are hereinafter referred to be offered to together as the public at the “Public Securities.” The offering price set forth on the cover page and sale of the ProspectusPublic Securities is hereinafter referred to as the “Offering.”

Nature and Purchase of Firm Shares. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [•●] shares (the “Firm Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”)) and [●] pre-funded warrants (each, a “Firm Pre-Funded Warrant”, and an aggregate of [•] Warrants (as hereinafter definedin the aggregate, the “Firm Pre-Funded Warrants”) to purchase an aggregate of [•] shares one share of Common Stock at an exercise price of $0.001 per share (the “Firm WarrantsPre-Funded Warrant Shares”). The Firm Shares and ) until such time as the Pre-Funded Warrants are exercised in full, subject to adjustment as provided in the Firm Warrants will be purchased separately and will be collectively referred to herein as the “Firm Securities”Pre-Funded Warrants. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares and Firm Pre-Funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $[•●] per Firm Share ([___]93.0% of the per Firm Share offering price), $[●] per Firm Pre-Funded Warrant (93.0% of the per Firm Share offering price less $0.001). The Firm Shares and the Firm Pre-Funded Warrants (collectively, the “Firm Securities”) are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). The Underwriters, severally and not jointly, also agree to purchase from the Company the number of Firm Warrants set forth opposite their respective names on Schedule I attached hereto and made a part hereof at the purchase price of $[•] per Firm Warrant. The Firm Warrants are to be offered to the public at the offering price set forth on the cover page of the Prospectus.

Nature and Purchase of Firm Shares. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [•●] ordinary shares (the “Firm Shares”) of the Company’s common stock, par value $0.0001 NIS 0.01 per share (the “Common StockOrdinary Shares”)) and/or pre-funded warrants (each, a “Firm Pre-Funded Warrant”, and an aggregate of [•] Warrants (as hereinafter definedin the aggregate, the “Firm Pre-Funded Warrants”) to purchase one Ordinary Share at an aggregate exercise price of $[•●] shares of Common Stock per share (the “Firm WarrantsPre-Funded Warrant Shares”). The Firm Shares and ) until such time as the Firm Pre-Funded Warrants will be purchased separately and will be collectively referred are exercised in full, subject to herein adjustment as provided in the “Firm Securities”Pre-Funded Warrants. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares and Firm Pre-Funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $[•●] per Firm Share ([___]93.0% of the per Firm Share offering price), $[●] per Firm Pre-Funded Warrant (93.0% of the per Firm Share offering price less $0.0001). The Firm Shares and the Firm Pre-Funded Warrants (collectively, the “Firm Securities”) are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). The Underwriters, severally and not jointly, also agree to purchase from the Company the number of Firm Warrants set forth opposite their respective names on Schedule I attached hereto and made a part hereof at the purchase price of $[•] per Firm Warrant. The Firm Warrants are to be offered to the public at the offering price set forth on the cover page of the Prospectus.

Nature and Purchase of Firm Shares. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [•] 6,389,776 shares (the “Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and together with warrants to purchase up to an aggregate of [•] Warrants (as hereinafter defined) to purchase an aggregate of [•] 6,389,776 shares of Common Stock (each, a “Firm Warrant”; and, collectively, the “Firm Warrants”). Each Firm Warrant shall be exercisable for a period of five (5) years at an exercise price of $3.9125 per share (125% of the per Firm Unit (as herein defined) public offering price). The form of the Firm Warrant is attached hereto as Exhibit A (the “Warrant Agreement”). The Firm Shares and the Firm Warrants will shall be purchased separately sold together as units (each, a “Firm Unit”; and will be collectively referred to herein as collectively, the “Firm SecuritiesUnits”), each Firm Unit consisting of one Firm Share and one Firm Warrant for the purchase of one (1) share of Common Stock. The Firm Shares and the Firm Warrants shall be immediately separable and transferable upon issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $[•] 2.9109 per Firm Share Unit ([___]93% of the per per-Firm Share Unit public offering price). The Firm Shares Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). The Underwriters, severally and not jointly, also agree to purchase from the Company the number of Firm Warrants set forth opposite their respective names on Schedule I attached hereto and made a part hereof at the purchase price of $[•] per Firm Warrant. The Firm Warrants are to be offered to the public at the offering price set forth on the cover page of the Prospectus.