Nature and Purchase of Securities. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to sell in the aggregate (i) [___] shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Traditional Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company:
(i) the number of shares of Common Stock (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof;
(ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof, which shall have an exercise price equal to $0.01 (the “Pre-Funded Warrant Shares”) (subject to adjustment therein) (collectively, with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Shares, the “Closing Securities”); and
(iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $[___] (subject to adjustment as provided therein).
Nature and Purchase of Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company hereby engages and authorizes Network 1 to act as the Company’s exclusive agent on a “best efforts,” mini/max basis only, to solicit offers for the purchase of the Securities to the Purchasers in connection with the proposed offering of the Securities (the “Offering”). Until the Closing Date (as defined in Section 1.1.2(ii) hereof) or earlier upon termination of this Agreement pursuant to Section 7.2, the Company shall not, without the prior written consent of Network 1, solicit or accept offers to purchase the Securities otherwise than through Network 1. Under no circumstances will Network 1 be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. Network 1 shall have the right to enter into selected dealer agreements with other broker-dealers participating in the Offering (each dealer being referred to herein as a “Dealer” and said dealers being collectively referred to herein as the “Dealers”).
(ii) The Underwriter agrees to exercise its best efforts to arrange for the purchase by the Purchasers from the Company the Securities at a purchase price of $7.00 per share (the “Purchase Price”). The Securities are to be offered initially to the public at the Purchase Price.
Nature and Purchase of Securities. (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 through the several Underwriters, an aggregate of between 800,000 (the “Minimum Offering”) and 1,600,000 American Depositary Shares (“ADSs”), each ADS representing one ordinary share, par value $0.00249 per share (the “Ordinary Shares”). All ADSs to be offered and sold in the offering shall be issued and sold through the Underwriters, as agents for the Company, to the public, and the Underwriters agree to use their best efforts to sell the ADSs as agents for the Company. The ADSs, the underlying Ordinary Shares and the ADRs evidencing such ADSs are referred to herein as the “Securities.”
(ii) The Securities are to be offered to the public (the “Offering”) at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).
Nature and Purchase of Securities. (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 $0.005 per share (the “Common Stock”), and an aggregate of [*] pre-funded warrants (the “Pre-Funded Warrants”) in the form filed as an exhibit to the Registration Statement (as hereinafter defined) (the “Pre-Funded Warrant Agreement”) exercisable into an aggregate of [*] shares of Common Stock (the “Pre-Funded Warrant Shares”). The Firm Shares and the Pre-Funded Warrants are referred to herein as the “Firm Securities.”
(ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[*] per share of Common Stock and $[*] per Pre-Funded Warrant. 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).
Nature and Purchase of Securities. (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 20,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), together with Common Stock purchase warrants (the “Firm Warrants”) to purchase up to an aggregate of 20,000,000 shares of Common Stock, which shall have an exercise price of $0.55 per share, subject to adjustment as provided for in the form of warrant. The Firm Shares and the Firm Warrants are referred to herein as the “Firm Securities.” The Firm Shares and the Firm Warrants shall be issued separately and shall be immediately transferable separately upon issuance.
(ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $0.4675 per share of Common Stock (93.5% of the per Firm Share public offering price) and accompanying Firm Warrant. The Securities are to be offered initially to the public at the combined offering prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1).
Nature and Purchase of Securities. (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 through the Underwriter, an aggregate of between 1,700,000 (the “Minimum Offering”) and 2,500,000 American Depositary Shares (“ADSs”), each ADS representing sixteen ordinary share, par value $0.0001 per share (the “Ordinary Shares”). All ADSs to be offered and sold in the offering shall be issued and sold through the Underwriter, as agent for the Company, to the public, and the Underwriter agrees to use its best efforts to sell the ADSs as agents for the Company. The ADSs, the underlying Ordinary Shares and the ADRs evidencing such ADSs are referred to herein as the “Securities.”
(ii) The Securities are to be offered to the public (the “Offering”) at the offering price set forth on the cover page of the Prospectus (the “Public Offering Price”).
Nature and Purchase of Securities. (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 through the Underwriter, an aggregate of between 1,000,000 (the “Minimum Offering”) and 1,400,000 Class A ordinary share (the “Maximum Offering”), par value $0.001 per share (the “Ordinary Shares”). All Ordinary Shares to be offered and sold in the offering shall be issued and sold through the Underwriter, as agent for the Company, to the public, and the Underwriter agrees to use its best efforts to sell the Ordinary Shares as agents for the Company. The Ordinary Shares are referred to herein as the “Securities.”
(ii) The Securities are to be offered to the public (the “Offering”) at the offering price set forth on the cover page of the Prospectus (the “Public Offering Price”).
Nature and Purchase of Securities. (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, (a) an aggregate of [_____] shares (the “Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (b) Common Stock purchase warrants (the “Firm Warrants”) to purchase up to an aggregate of [_____] shares of Common Stock, which shall have an exercise price of $[___]. The Firm Shares and the Firm Warrants are referred to herein as the “Firm Securities”.
(ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof. The purchase price for one Firm Share shall be $[____] and the purchase price for one Firm Warrant shall be $0.00093. 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).
Nature and Purchase of Securities. (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 shares, par value SEK 0.02 per share (the “Common Shares”) to be delivered in the form of [●] American Depositary Shares (the “Firm ADSs” and “ADSs,” respectively), each ADS representing [● (●)] Common Shares. The Shares (as defined herein) and the Common Shares underlying the Representative’s ADSs (as defined herein) are to be deposited pursuant to a deposit agreement, dated as of [●], 2021 (the “Deposit Agreement”), among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders and beneficial holders from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs.
(ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares, to be delivered in the form of Firm ADSs, set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof. The purchase price to the Underwriters for one Firm ADS shall be $[●]; provided, however, that the purchase price to the Underwriters for one Firm ADS shall be $[●] for Firm ADSs that are resold by the Underwriters to investors that were shareholders of the Company prior to the date hereof. The Firm ADSs 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).
Nature and Purchase of Securities. (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 [●] Class A Units (each, a “Class A Unit” and collectively, the “Class A Units”), each Class A Unit consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), a warrant, in the form filed as Exhibit 4.[ ] to the Registration Statement (as defined in Section 2.1.1 below), to purchase one share of Common Stock (each, a “Primary Warrant” and collectively, the “Primary Warrants”) and one warrant, in the form filed as Exhibit 4.[ ] to the Registration Statement (as defined in Section 2.1.1 below) to purchase one-half of one share of Common Stock (each, a “Common Warrant” and collectively, the “Common Warrants”, which, together with the Primary Warrants, we refer to as “Warrants”), and an aggregate of [●] Class B Units (each, a “Class B Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one share of Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), each share of Preferred Stock convertible into [●] shares of Common Stock at a conversion price of [●] per share, subject to adjustment, Primary Warrants to purchase [●] shares of Common Stock and Common Warrant to purchase [●] shares of Common Stock. Each Primary Warrant shall be exercisable for a period of five (5) years at an exercise price of $[●] per share, subject to adjustment as provided in the Primary Warrants. Each Common Warrant will be exercisable for a period of one (1) year at an exercise price of $[●] per share, subject to adjustment as provided in the Common Warrants. The [●] Class A Units and the [●] Class B Units are collectively referred to herein as the “Securities.”
(ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof, at a purchase price of [●] per Class A Unit (93% of the per Class A Unit offering price) and $930.00 per Class B Unit (93% of the per Class B Unit offering price). The Securities are to be offered initially to the public as units at the respective offering prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).
