Common use of Placement Agent’s Fee Clause in Contracts

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”) equal to seven and a half percent (7.5%) of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent or its designee(s) at the Closing a 5-year warrant to purchase such number of Shares (as defined in Section 3) equal to seven and a half percent (7.5)% of the Shares sold in this Offering (or underlying any convertible Securities sold in the Offering, which shall be calculated based on the maximum number of Shares that may be issued to Investors (as defined below) in the Offering, but shall exclude any Shares issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $0.68, which warrant shall be exercisable in full or in part at any time beginning from the date after six months from the closing of the Offering (the “Placement Agent Warrant” and together with the Shares of Common Stock (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent. For the avoidance of doubt, the term of the Placement Agent Warrant shall not exceed five years from the commencement of sales in the Offering. The Placement Agent hereby agrees that the holder of the Placement Agent Warrant will not sell, transfer, assign, pledge or hypothecate the Placement Agent Securities, nor shall any Placement Agent Securities be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent Securities for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110(e)(1), except as provided for in FINRA Rule 5110(e)(2). The Placement Agent Warrant shall have the same registration rights as other securities in the Offering, or if that is not possible, shall have piggyback registration rights with customary terms.

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”) equal to seven and a half percent (7.57.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent or its designee(s) designees at the Closing a 5five-year warrant warrants to purchase such number of Shares (as defined in Section 3) equal to seven and a half percent (7.5)% 5.0% of the Shares sold in this Offering (or underlying any convertible Securities sold in the Offering, which shall be calculated based on the maximum number of Shares that may be issued to Investors (as defined below) in the Offering, but shall exclude any Shares issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $0.68125% of the Purchase Price, which warrant warrants shall be exercisable in full or in part at any time beginning from the six month anniversary date after six months from the closing of the Offering (the “Placement Agent Warrant” and together with the Shares shares of Common Stock (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent. For the avoidance of doubt, the term of the Placement Agent Warrant Warrants shall not exceed more than five years from the commencement of sales in the Offering. The Placement Agent hereby agrees that the holder of the Placement Agent Warrant Warrants will not not: (a) sell, transfer, assign, pledge or hypothecate the Placement Agent Securities, nor shall any Placement Agent Securities be Warrants or the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent Securities securities issuable thereunder for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering to anyone other than the Placement Agent, or an officer, partner, registered person or affiliate of the Placement Agent, in each case in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) FINRA Rule 5110(e)(1), or (b) cause the Placement Agent Warrants or the securities issuable thereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Placement Agent Warrants or the securities thereunder for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering, except as provided for in FINRA Rule 5110(e)(2). The Placement Agent Warrant shall have the same registration rights as other securities in the Offering, or if that is not possible, shall have piggyback registration rights with customary terms.

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”) equal to seven six and a half percent (7.56.5%) of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent or its designee(s) at the Closing a 5three-year warrant to purchase such number of Ordinary Shares (as defined in Section 3) equal to seven and a half percent (7.5)% 4.0% of the Ordinary Shares sold in this Offering (or underlying any convertible Securities sold in the Offering, which shall be calculated based on the maximum number of Ordinary Shares that may be issued to Investors (as defined below) in the Offering, but shall exclude any Ordinary Shares issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $0.681.60, which warrant shall be exercisable in full or in part at any time beginning from the date after six months from the closing of the Offering (the “Placement Agent Warrant” and together with the Ordinary Shares of Common Stock (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent. For the avoidance of doubt, the term of the Placement Agent Warrant shall not exceed five years from the commencement of sales in the Offering. The Placement Agent hereby agrees that the holder of the Placement Agent Warrant will not sell, transfer, assign, pledge or hypothecate the Placement Agent Securities, nor shall any Placement Agent Securities be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent Securities for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110(e)(1), except as provided for in FINRA Rule 5110(e)(2). The Placement Agent Warrant shall have the same registration rights as other securities in the Offering, or if that is not possible, shall have piggyback registration rights with customary terms.

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”) equal to seven and a half percent (7.5%) percentage of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”), which percentage shall be eight percent (8%) of the aggregate gross proceeds; and the Company shall issue to the Placement Agent or its designee(s) at the Closing a 5-year warrant to purchase such number of Shares (as defined in Section 3) equal to seven and a half five percent (7.5)% 5%) of the Shares sold in this Offering (or underlying any convertible Securities sold in the Offering, which shall be calculated based on the maximum number of Shares that may be issued to Investors (as defined below) in the Offering, but shall exclude any Shares issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $0.682.20 per Common Share (as defined below), which warrant shall be exercisable in full or in part at any time beginning from the date after six months from the closing of the Offering (the “Placement Agent Warrant” and together with the Common Shares of Common Stock (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent. For the avoidance of doubt, the term of the Placement Agent Warrant shall not exceed five three and one-half (3.5) years from the commencement of sales in the Offering. The Placement Agent hereby agrees that the holder of the Placement Agent Warrant will not sell, transfer, assign, pledge or hypothecate the Placement Agent Securities, nor shall any Placement Agent Securities be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent Securities for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110(e)(1), except as provided for in FINRA Rule 5110(e)(2). The Placement Agent Warrant shall have the same registration rights as other securities in the Offering, or if that is not possible, shall have piggyback registration rights with customary terms.

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”) equal to seven and a half percent (7.5%) percentage of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”), which percentage shall be seven and a half percent (7.5%) of the aggregate gross proceeds; and the Company shall issue to the Placement Agent or its designee(s) at the Closing a 5-year warrant to purchase such number of Shares (as defined in Section 3) equal to seven and a half five percent (7.5)% 1%) of the Shares sold in this Offering (or underlying any convertible Securities sold in the Offering, which shall be calculated based on the maximum number of Shares that may be issued to Investors (as defined below) in the Offering, but shall exclude any Shares issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $0.68[_] per Ordinary Share (as defined below), which warrant shall be exercisable in full or in part at any time beginning from the date after six months from the closing of the Offering (the “Placement Agent Warrant” and together with the Ordinary Shares of Common Stock (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent. For the avoidance of doubt, the term of the Placement Agent Warrant shall not exceed five years from the commencement of sales in the Offering. The Placement Agent hereby agrees that the holder of the Placement Agent Warrant will not sell, transfer, assign, pledge or hypothecate the Placement Agent Securities, nor shall any Placement Agent Securities be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent Securities for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110(e)(1), except as provided for in FINRA Rule 5110(e)(2). The Placement Agent Warrant shall have the same registration rights as other securities in the Offering, or if that is not possible, shall have piggyback registration rights with customary terms.

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”) equal to seven and a half percent (7.5%) of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent or its designee(s) at the Closing a 5-year warrant to purchase such number of Shares (as defined in Section 3) equal to seven and a half five percent (7.5)% 5%) of the Shares sold in this Offering (or underlying any convertible Securities sold in the Offering, which shall be calculated based on the maximum number of Shares that may be issued to Investors (as defined below) in the Offering, but shall exclude any Shares issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $0.68[●] 1 per Ordinary Share (as defined below), which warrant shall be exercisable in full or in part at any time beginning from the date after six months from the closing of the Offering (the “Placement Agent Warrant” and together with the Ordinary Shares of Common Stock (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent. For the avoidance of doubt, the term of the Placement Agent Warrant shall not exceed five [●] years from the commencement of sales in the Offering. The Placement Agent hereby agrees that the holder of the Placement Agent Warrant will not sell, transfer, assign, pledge or hypothecate the Placement Agent Securities, nor shall any Placement Agent Securities be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent Securities for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110(e)(1), except as provided for in FINRA Rule 5110(e)(2). The Placement Agent Warrant shall have the same registration rights as other securities in the Offering, or if that is not possible, shall have piggyback registration rights with customary terms.

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”) equal to seven and a half percent (7.57.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent or its designee(s) at the Closing a 5three-year warrant to purchase such number of Ordinary Shares (as defined in Section 3) equal to seven and a half three percent (7.5)% 3.0%) of the Ordinary Shares sold in this Offering (or underlying any convertible Securities sold in the Offering, which shall be calculated based on the maximum number of Ordinary Shares that may be issued to Investors (as defined below) in the Offering, but shall exclude any Ordinary Shares issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $0.681.00, which warrant shall be exercisable in full or in part at any time beginning from one hundred eighty (180) days after the date after six months from the closing of the Offering (the “Placement Agent Warrant” and together with the Ordinary Shares of Common Stock (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent. For the avoidance of doubt, the term of the Placement Agent Warrant shall not exceed five three (3) years from the commencement of sales in the Offering. The Placement Agent hereby agrees that the holder of the Placement Agent Warrant will not sell, transfer, assign, pledge or hypothecate the Placement Agent Securities, nor shall any Placement Agent Securities be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent Securities for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110(e)(1), except as provided for in FINRA Rule 5110(e)(2). The Placement Agent Warrant shall have the same registration rights as other securities in the Offering, or if that is not possible, shall have piggyback registration rights with customary terms.

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”) equal to seven and a half percent (7.5%) percentage of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”), which percentage shall be seven and a half percent (7.5%) of the aggregate gross proceeds; and the Company shall issue to the Placement Agent or its designee(s) at the Closing a 5-year warrant to purchase such number of Shares (as defined in Section 3) equal to seven and a half one percent (7.5)% 1%) of the Shares sold in this Offering (or underlying any convertible Securities sold in the Offering, which shall be calculated based on the maximum number of Shares that may be issued to Investors (as defined below) in the Offering, but shall exclude any Shares issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $0.6810.225 per Ordinary Share (as defined below), which warrant shall be exercisable in full or in part at any time beginning from the date after six months from the closing of the Offering (the “Placement Agent Warrant” and together with the Ordinary Shares of Common Stock (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent. For the avoidance of doubt, the term of the Placement Agent Warrant shall not exceed five years from the commencement of sales in the Offering. The Placement Agent hereby agrees that the holder of the Placement Agent Warrant will not sell, transfer, assign, pledge or hypothecate the Placement Agent Securities, nor shall any Placement Agent Securities be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent Securities for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110(e)(1), except as provided for in FINRA Rule 5110(e)(2). The Placement Agent Warrant shall have the same registration rights as other securities in the Offering, or if that is not possible, shall have piggyback registration rights with customary terms.

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent Agents in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent Agents an amount (the “Placement Fee”) equal to seven and a half percent (7.5%) 6.5% of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent Agents or its designee(s) their designees at the Closing a 5three-year warrant warrants to purchase such number of Shares ADSs (as defined in Section 3) equal to seven and a half percent (7.5)% 5.0% of the Shares ADSs sold in this Offering (or underlying excluding any convertible Securities sold in the Offering, which shall be calculated based on the maximum number of Shares that may be issued to Investors (as defined below) in the Offering, but shall exclude any Shares ADSs issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $0.68, which warrant shall be exercisable in full 15.75 (or in part at any time beginning from the date after six months from the closing 125% of the Offering price per ADS sold in the Offering) (the “Placement Agent WarrantWarrants” and together with the Shares of Common Stock (each as defined in Section 3) ADSs underlying the Placement Agent WarrantWarrants, the “Placement Agent Securities”). The Placement Agent Agents may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement AgentAgents. For the avoidance of doubt, the term of the Placement Agent Warrant Warrants shall not exceed more than five years from the commencement of sales in the Offering. The Placement Agent Agents hereby agrees agree that the holder of the Placement Agent Warrant Warrants will not not: (a) sell, transfer, assign, pledge or hypothecate the Placement Agent Securities, nor shall any Placement Agent Securities be Warrants or the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent Securities securities issuable thereunder for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering to anyone other than the Placement Agents, or an officer, partner, registered person or affiliate of the Placement Agents, in each case in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) FINRA Rule 5110(e)(1), or (b) cause the Placement Agent Warrants or the securities issuable thereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Placement Agent Warrants or the securities thereunder for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering, except as provided for in FINRA Rule 5110(e)(2). The Placement Agent Warrant shall have the same registration rights as other securities in the Offering, or if that is not possible, shall have piggyback registration rights with customary terms.

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”) equal to seven and a half percent (7.5%) percentage of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”), which percentage shall be seven and a half percent (7.5%) of the first $50 million of such aggregate gross proceeds and seven percent (7%) of any such aggregate gross proceeds in excess of $50 million; and the Company shall issue to the Placement Agent or its designee(s) at the Closing a 53.5-year warrant to purchase such number of Shares (as defined in Section 3) equal to seven and a half percent (7.5)% 7%) of the Shares sold in this Offering (or underlying any convertible Securities sold in the Offering, which shall be calculated based on the maximum number of Shares that may be issued to Investors (as defined below) in the Offering, but shall exclude any Shares issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $0.688.30 per ordinary share underlying the warrant, which warrant shall be exercisable in full or in part at any time beginning from the date after six months from the closing of the Offering (the “Placement Agent Warrant” and together with the Shares of Common Stock (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent. For the avoidance of doubt, the term of the Placement Agent Warrant shall not exceed five years from the commencement of sales in the Offering. The Placement Agent Warrant shall have the same registration rights as the Warrants issued to Investors in the Offering. The Placement Agent hereby agrees that the holder of the Placement Agent Warrant will not sell, transfer, assign, pledge or hypothecate the Placement Agent Securities, nor shall any Placement Agent Securities be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent Securities for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110(e)(1), except as provided for in FINRA Rule 5110(e)(2). The Placement Agent Warrant shall have the same registration rights as other securities in the Offering, or if that is not possible, shall have piggyback registration rights with customary terms.

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”) equal to seven and a half eight percent (7.58.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent or its designee(s) designees at the Closing a 5three-year warrant warrants to purchase such number of Shares (as defined in Section 3) equal to seven and a half percent (7.5)% 8.0% of the Shares sold in this Offering (or underlying any convertible Securities sold in the Offering, which shall be calculated based on the maximum number of Shares that may be issued to Investors (as defined below) in the Offering, but shall exclude any Shares issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $0.68, which warrant shall be exercisable in full or in part at any time beginning from the date after six months from the closing of the Offering 1.82 (the “Placement Agent Warrant” and together with the Shares shares of Common Stock (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent. For the avoidance of doubt, the term of the Placement Agent Warrant shall not exceed five years from the commencement of sales in the Offering. The Placement Agent hereby agrees that the holder of the Placement Agent Warrant Warrants will not not: (a) sell, transfer, assign, pledge or hypothecate the Placement Agent Securities, nor shall any Placement Agent Securities be Warrants or the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent Securities securities issuable thereunder for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering to anyone other than the Placement Agents, or an officer, partner, registered person or affiliate of the Placement Agents, in each case in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) FINRA Rule 5110(e)(1), or (b) cause the Placement Agent Warrants or the securities issuable thereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Placement Agent Warrants or the securities thereunder for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering, except as provided for in FINRA Rule 5110(e)(2). The Placement Agent Warrant shall have the same registration rights as other securities in the Offering, or if that is not possible, shall have piggyback registration rights with customary terms.

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”) equal to seven and a half eight percent (7.58.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent or its designee(s) designees at the Closing a 5five-year warrant warrants to purchase such number of Shares (as defined in Section 3) equal to seven and a half percent (7.5)% 5.0% of the Shares and the Common Stock underlying the Pre-Funded Warrants sold in this Offering (or underlying any convertible Securities sold in the Offering, which shall be calculated based on the maximum number of Shares that may be issued to Investors (as defined below) in the Offering, but shall exclude any Shares issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $0.68125% of the Purchase Price, which warrant warrants shall be exercisable in full or in part at any time beginning from the six month anniversary date after six months from the closing of the Offering (the “Placement Agent Warrant” and together with the Shares shares of Common Stock (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent. The Placement Agent Warrants will provide for a cashless exercise provision, registration rights (including a one-time demand registration right and unlimited piggyback rights) and customary anti-dilution provisions (for stock dividends and splits and recapitalizations). For the avoidance of doubt, the term of the Placement Agent Warrant Warrants shall not exceed more than five years from the commencement of sales in the Offering. The Placement Agent hereby agrees that the holder of the Placement Agent Warrant Warrants will not not: (a) sell, transfer, assign, pledge or hypothecate the Placement Agent Securities, nor shall any Placement Agent Securities be Warrants or the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent Securities securities issuable thereunder for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering to anyone other than the Placement Agent, or an officer, partner, registered person or affiliate of the Placement Agent, in each case in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) FINRA Rule 5110(e)(1), or (b) cause the Placement Agent Warrants or the securities issuable thereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Placement Agent Warrants or the securities thereunder for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering, except as provided for in FINRA Rule 5110(e)(2). The Placement Agent Warrant shall have the same registration rights as other securities in the Offering, or if that is not possible, shall have piggyback registration rights with customary terms.

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent Agents in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent Agents an amount (the “Placement Fee”) equal to seven and a half percent (7.5%) 6.0% of the aggregate gross proceeds received by the Company from the sale of the Securities, Securities at the closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent Agents or its designee(s) their designees at the Closing a 5five-year warrant warrants to purchase such number of Shares ADSs (as defined in Section 3) equal to seven and a half percent (7.5)% 5.0% of the Shares ADSs sold in this Offering (or underlying any convertible Securities sold in the Offering, which shall be calculated based on the maximum number of Shares that may be issued to Investors (as defined below) in the Offering, but shall exclude any Shares issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $0.68[ ●] (or 125% of the public offering price), which warrant warrants shall be exercisable in full or in part at any time beginning from the date after six months from the closing of the Offering (the “Placement Agent Warrant” and together with the ADSs and underlying Ordinary Shares of Common Stock (each as defined in Section 3below) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agents understand and agree that the Placement Agent Securities have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110. Except as permitted by Rule 5110, the Placement Agents (or permitted assignees under the Rule 5110) will not sell, transfer, assign, pledge, or hypothecate the Placement Agent Securities, nor will any of them engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of Placement Agent Securities for a period of 180 days from the from the date of the Offering. Placement Agents may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent. For the avoidance of doubt, the term of the Placement Agent Warrant shall not exceed five years from the commencement of sales in the Offering. The Placement Agent hereby agrees that the holder of the Placement Agent Warrant will not sell, transfer, assign, pledge or hypothecate the Placement Agent Securities, nor shall any Placement Agent Securities be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent Securities for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110(e)(1), except as provided for in FINRA Rule 5110(e)(2). The Placement Agent Warrant shall have the same registration rights as other securities in the Offering, or if that is not possible, shall have piggyback registration rights with customary termsAgents.

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent at the closing of a sale of the Securities (a “Closing” and the date on which a Closing occurs, a “Closing Date”) in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”) equal to seven six and a half percent (7.56.5%) of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing of the Offering (the “such Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent or its designee(s) at the Closing a 5five-year warrant to purchase such number of Ordinary Shares (as defined in Section 3) equal to seven and a half three percent (7.5)% 3%) of the Ordinary Shares sold in this Offering such Closing (or underlying any convertible Securities sold in the Offeringsuch Closing, which shall be calculated based on the maximum number of Ordinary Shares that may be issued to Investors (as defined below) participating in the OfferingClosing, but shall exclude excluding any Ordinary Shares issuable upon exercise of the Warrants issued in the OfferingClosing) at an exercise price of $0.680.41 per Share underlying such warrant, which warrant shall be exercisable in full or in part at any time beginning from the date after six months from the closing of the Offering issuance (such warrant, the “Placement Agent Warrant” and together with the Ordinary Shares of Common Stock (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the such Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent. For the avoidance of doubt, the term of the Placement Agent Warrant shall not exceed five years from the commencement of sales in of the OfferingSecurities to be sold on the Closing Date on which such Placement Agent Warrant shall be issued. The Placement Agent Warrant shall have the same registration rights as the Securities sold to Investors at the Closing, or if that is not possible, shall have piggyback registration rights with customary terms. The Placement Agent hereby agrees that the holder of the Placement Agent Warrant will not sell, transfer, assign, pledge or hypothecate the Placement Agent Securities, nor shall any Placement Agent Securities be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent Securities Securities, for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110(e)(1), except as provided for in FINRA Rule 5110(e)(2). The Placement Agent Warrant shall have the same registration rights as other securities in the Offering, or if that is not possible, shall have piggyback registration rights with customary terms.

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”) equal to seven and a half eight percent (7.58.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent or its designee(s) designees at the Closing in a 5private placement a five-year warrant to purchase such number of Shares (as defined in Section 3) equal to seven and a half percent (7.5)% 5.0% of the Shares sold in this Offering (or underlying any convertible Securities sold in the Offering, which shall be calculated based on the maximum number of Shares that may be issued to Investors (as defined below) in the Offering, but shall exclude any Shares issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $0.68125% of the Purchase Price per Share, which warrant warrants shall be exercisable in full or in part at any time beginning time, during the period commencing 180 days from the date after six months from the closing of the Offering (the “Placement Agent Warrant” and together with the Shares shares of Common Stock (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent may deduct from the net proceeds represents that it is an “accredited investor” as defined in Rule 501(a) of the Offering payable to the Company on the Closing Date Regulation D, and that it is purchasing the Placement Fee set forth herein Agent Warrants for investment purposes and not with a view to be paid by resale or distribution. The Placement Agent has a long standing relationship with the Company Company, has access to information regarding the Company, and is financially sophisticated. The Placement Agent. For the avoidance of doubt, the term of Agent understands that the Placement Agent Warrant shall not exceed five years is being offered and sold to it in reliance on specific exemptions from the commencement registration requirements of sales United States federal and state securities laws and that the Company is relying in part upon the Offering. The truth and accuracy of, and such Placement Agent’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Placement Agent hereby agrees that set forth herein in order to determine the holder availability of such exemptions and the eligibility of such Placement Agent Warrant will not sell, transfer, assign, pledge or hypothecate to acquire the Placement Agent Securities, nor shall any Placement Agent Securities be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent Securities for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110(e)(1), except as provided for in FINRA Rule 5110(e)(2). The Placement Agent Warrant shall have the same registration rights as other securities in the Offering, or if that is not possible, shall have piggyback registration rights with customary terms.

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”) equal to seven and a half percent (7.5%) 7.0% of the aggregate gross proceeds received by the Company from the sale of the Securities, Securities at the closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent or its designee(s) designees at the Closing a 5five-year warrant warrants to purchase such number of Shares (as defined in Section 3) equal to seven and a half percent (7.5)% 5.0% of the Shares sold in this Offering (or underlying any convertible Securities sold in the Offering, which shall be calculated based on the maximum number of Shares that may be issued to Investors (as defined below) in the Offering, but shall exclude any Shares issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $0.68[ ●] (or 100% of the public offering price), which warrant warrants shall be exercisable in full or in part at any time beginning from the date after six months from the closing of the Offering (the “Placement Agent Warrant” and together with the Shares of Common Stock (each as defined in Section 3below) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent understands and agree that the Placement Agent Securities have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110. Except as permitted by Rule 5110, the Placement Agent (or permitted assignees under the Rule 5110) will not sell, transfer, assign, pledge, or hypothecate the Placement Agent Securities, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of Placement Agent Securities for a period of 180 days from the from the date of the Offering. Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent. For the avoidance of doubt, the term of the Placement Agent Warrant shall not exceed five years from the commencement of sales in the Offering. The Placement Agent hereby agrees that the holder of the Placement Agent Warrant will not sell, transfer, assign, pledge or hypothecate the Placement Agent Securities, nor shall any Placement Agent Securities be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent Securities for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110(e)(1), except as provided for in FINRA Rule 5110(e)(2). The Placement Agent Warrant shall have the same registration rights as other securities in the Offering, or if that is not possible, shall have piggyback registration rights with customary terms.

Placement Agent’s Fee. As compensation for services rendered, the The Company shall pay to the Placement Agent in XX Xxxxxxxxxx a cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an amount placement fee (the “Placement Agent’s Closing Fee”) on each Closing Date equal to seven and a half percent (7.5%) 6% of the aggregate gross proceeds purchase price paid by each purchaser of Securities that are placed in a Placement on each Closing Date during the Term (including any purchase price received in an over-allotment or additional investment right, to the extent possible under applicable law), other than those purchasers listed on Annex A attached hereto, which annex lists those investors that have been referred by the Company and approved by XX Xxxxxxxxxx (which list may be amended from time to time to include additions by the sale Company after prior written approval of XX Xxxxxxxxxx, which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, that the aggregate purchase price by each purchaser of Securities listed on Annex A shall in no event be in excess of 10% of the Securities, at total aggregate purchase price paid by all Purchasers of Securities in such Placement. Notwithstanding the closing of the Offering (the “Closing” and the date on which the Closing occursforegoing, the “Closing Date”); and parties agree that the Company shall issue have the right to require XX Xxxxxxxxxx to appoint Northland Capital Markets (“Northland”) as financial advisor to the first Placement. XX Xxxxxxxxxx shall pay to Northland 1% of the aggregate purchase price paid by each purchaser of Securities in connection with the first Placement, other than those purchasers listed on Annex A, which amount shall be subtracted from the Placement Agent or its designee(s) Agent’s Closing Fee payable to XX Xxxxxxxxxx at the Closing a 5-year warrant to purchase of such number of Shares (as defined in Section 3) equal to seven and a half percent (7.5)% of the Shares sold in this Offering (or underlying any convertible Securities sold in the Offering, which shall be calculated based on the maximum number of Shares that may be issued to Investors (as defined below) in the Offering, but shall exclude any Shares issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $0.68, which warrant shall be exercisable in full or in part at any time beginning from the date after six months from the closing of the Offering (the “Placement Agent Warrant” and together with the Shares of Common Stock (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”)first Placement. The Placement Agent may deduct from Agent’s Closing Fee shall be paid at the net Closing of a Placement by international wire transfer following receipt by the Company of the gross proceeds of the Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent. For the avoidance of doubt, the term of the Placement Agent Warrant shall not exceed five years from the commencement of sales in the Offering. The Placement Agent hereby agrees that the holder of the Placement Agent Warrant will not sell, transfer, assign, pledge or hypothecate the Placement Agent Securities, nor shall any Placement Agent Securities be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent Securities for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110(e)(1), except as provided for in FINRA Rule 5110(e)(2). The Placement Agent Warrant shall have the same registration rights as other securities in the Offering, or if that is not possible, shall have piggyback registration rights with customary termsPlacement.