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 Agents in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agents an amount (the “Placement Fee”) equal to 6.5% of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agents or their designees at the Closing three-year warrants to purchase such number of ADSs (as defined in Section 3) equal to 5.0% of the ADSs sold in this Offering (excluding any ADSs issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $15.75 (or 125% of the price per ADS sold in the Offering) (the “Placement Agent Warrants” and together with the ADSs underlying the Placement Agent Warrants, the “Placement Agent Securities”). The 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 Agents. For the avoidance of doubt, the term of the Placement Agent Warrants shall not exceed more than five years from the commencement of sales in the Offering. The Placement Agents hereby agree that the holder of the Placement Agent Warrants will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Agent Warrants or the 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 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).

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agents Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agents Agent an amount (the “Placement Fee”) equal to 6.5% a 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 Agents Agent or their designees its designee(s) at the Closing threea 3.5-year warrants warrant to purchase such number of ADSs Shares (as defined in Section 3) equal to 5.0% seven percent (7%) of the ADSs Shares sold in this Offering (excluding or underlying any ADSs 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 $15.75 (8.30 per ordinary share underlying the warrant, which warrant shall be exercisable in full or 125% in part at any time beginning from the date of the price per ADS sold in the Offering) Offering (the “Placement Agent WarrantsWarrant” and together with the ADSs Shares of Common Stock (each as defined in Section 3) underlying the Placement Agent WarrantsWarrant, the “Placement Agent Securities”). The Placement Agents 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 AgentsAgent. For the avoidance of doubt, the term of the Placement Agent Warrants Warrant shall not exceed more than five years from the commencement of sales in the Offering. The Placement Agents Agent Warrant shall have the same registration rights as the Warrants issued to Investors in the Offering. The Placement Agent hereby agree agrees that the holder of the Placement Agent Warrants Warrant will not: (a) not sell, transfer, assign, pledge or hypothecate the Placement Agent Warrants 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 securities issuable thereunder 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 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 FINRA Financial Industry Regulatory Authority, Inc. (“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).

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agents in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agents an amount (the “Placement Fee”) equal to 6.56.0% of the aggregate gross proceeds received by the Company from the sale of the Securities, Securities at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agents or their designees at the Closing threefive-year warrants to purchase such number of ADSs (as defined in Section 3) equal to 5.0% of the ADSs sold in this Offering (excluding any ADSs issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $15.75 [ ●] (or 125% of the price per ADS sold in public offering price), which warrants shall be exercisable at any time from the Offering) date of the Offering (the “Placement Agent WarrantsWarrant” and together with the ADSs and underlying Ordinary Shares (as defined below) underlying the Placement Agent WarrantsWarrant, 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 Agents. For the avoidance of doubt, the term of the Placement Agent Warrants shall not exceed more than five years from the commencement of sales in the Offering. The Placement Agents hereby agree that the holder of the Placement Agent Warrants will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Agent Warrants or the 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 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).

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agents Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agents Agent an amount (the “Placement Fee”) equal to 6.5% 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 Agents Agent or their designees its designee(s) at the Closing three-year warrants a warrant to purchase such number of ADSs Shares (as defined in Section 3) equal to 5.0% five percent (5%) of the ADSs Shares sold in this Offering (excluding any ADSs issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $15.75 [●] 1 per Ordinary Share (as defined below), which warrant shall be exercisable in full or 125% in part at any time beginning from the date of the price per ADS sold in the Offering) Offering (the “Placement Agent WarrantsWarrant” and together with the ADSs Ordinary Shares (each as defined in Section 3) underlying the Placement Agent WarrantsWarrant, the “Placement Agent Securities”). The Placement Agents 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 AgentsAgent. For the avoidance of doubt, the term of the Placement Agent Warrants Warrant shall not exceed more than five [●] years from the commencement of sales in the Offering. The Placement Agents Agent hereby agree agrees that the holder of the Placement Agent Warrants Warrant will not: (a) not sell, transfer, assign, pledge or hypothecate the Placement Agent Warrants 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 securities issuable thereunder 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 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 FINRA Financial Industry Regulatory Authority, Inc. (“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).

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agents Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agents Agent an amount (the “Placement Fee”) equal to 6.5% seven percent (7.0%) 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 Agents Agent or their designees its designee(s) at the Closing a three-year warrants warrant to purchase such number of ADSs Ordinary Shares (as defined in Section 3) equal to 5.0% three percent (3.0%) of the ADSs Ordinary Shares sold in this Offering (excluding or underlying any ADSs 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 $15.75 1.00, which warrant shall be exercisable in full or in part at any time beginning one hundred eighty (or 125% 180) days after the date of the price per ADS sold in the Offering) Offering (the “Placement Agent WarrantsWarrant” and together with the ADSs Ordinary Shares (as defined in Section 3) underlying the Placement Agent WarrantsWarrant, the “Placement Agent Securities”). The Placement Agents 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 AgentsAgent. For the avoidance of doubt, the term of the Placement Agent Warrants Warrant shall not exceed more than five three (3) years from the commencement of sales in the Offering. The Placement Agents Agent hereby agree agrees that the holder of the Placement Agent Warrants Warrant will not: (a) not sell, transfer, assign, pledge or hypothecate the Placement Agent Warrants 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 securities issuable thereunder 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 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 FINRA Financial Industry Regulatory Authority, Inc. (“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).

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agents Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agents Agent an amount (the “Placement Fee”) equal to six and a half percent (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 Agents Agent or their designees its designee(s) at the Closing a three-year warrants warrant to purchase such number of ADSs Ordinary Shares (as defined in Section 3) equal to 5.04.0% of the ADSs Ordinary Shares sold in this Offering (excluding or underlying any ADSs 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 $15.75 (1.60, which warrant shall be exercisable in full or 125% in part at any time beginning from the date of the price per ADS sold in the Offering) Offering (the “Placement Agent WarrantsWarrant” and together with the ADSs Ordinary Shares (as defined in Section 3) underlying the Placement Agent WarrantsWarrant, the “Placement Agent Securities”). The Placement Agents 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 AgentsAgent. For the avoidance of doubt, the term of the Placement Agent Warrants Warrant shall not exceed more than five years from the commencement of sales in the Offering. The Placement Agents Agent hereby agree agrees that the holder of the Placement Agent Warrants Warrant will not: (a) not sell, transfer, assign, pledge or hypothecate the Placement Agent Warrants 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 securities issuable thereunder 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 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 FINRA Financial Industry Regulatory Authority, Inc. (“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).

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agents Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agents Agent an amount (the “Placement Fee”) equal to 6.5% seven percent (7.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agents Agent or their its designees at the Closing threefive-year warrants to purchase such number of ADSs Shares (as defined in Section 3) equal to 5.0% of the ADSs Shares sold in this Offering (excluding any ADSs issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $15.75 (or 125% of the price per ADS sold in Purchase Price, which warrants shall be exercisable at any time beginning from the Offering) six month anniversary date of the Offering (the “Placement Agent WarrantsWarrant” and together with the ADSs shares of Common Stock underlying the Placement Agent WarrantsWarrant, the “Placement Agent Securities”). The Placement Agents 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 AgentsAgent. For the avoidance of doubt, the term of the Placement Agent Warrants shall not exceed more than five years from the commencement of sales in the Offering. The Placement Agents Agent hereby agree agrees that the holder of the Placement Agent Warrants will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Agent Warrants or the 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 AgentsAgent, or an officer, partner, registered person or affiliate of the Placement AgentsAgent, in each case in accordance with 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).

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agents Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agents Agent an amount (the “Placement Fee”) equal to 6.5% eight percent (8.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agents Agent or their its designees at the Closing threein a private placement a five-year warrants warrant to purchase such number of ADSs Shares (as defined in Section 3) equal to 5.0% of the ADSs Shares sold in this Offering (excluding any ADSs issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $15.75 (or 125% of the price Purchase Price per ADS sold in Share, which warrants shall be exercisable at any time, during the Offering) period commencing 180 days from the date of the Offering (the “Placement Agent WarrantsWarrant” and together with the ADSs shares of Common Stock underlying the Placement Agent WarrantsWarrant, the “Placement Agent Securities”). The Placement Agents may deduct from the net proceeds Agent represents that it is an “accredited investor” as defined in Rule 501(a) 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 Agents. For the avoidance of doubtRegulation D, the term of and that it is purchasing the Placement Agent Warrants shall for investment purposes and not exceed more than five years from the commencement of sales in the Offeringwith a view to resale or distribution. The Placement Agents hereby agree Agent has a long standing relationship with the Company, has access to information regarding the Company, and is financially sophisticated. The Placement Agent understands that the holder of the Placement Agent Warrants will not: (a) sellWarrant is being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, transferand such Placement Agent’s compliance with, assignthe representations, pledge or hypothecate the warranties, agreements, acknowledgments and understandings of such Placement Agent Warrants or set forth herein in order to determine the securities issuable thereunder for a period availability of one hundred eighty (180) days beginning on such exemptions and the date eligibility 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 FINRA Rule 5110(e)(1), or (b) cause the such Placement Agent Warrants or to acquire 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)Securities.

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agents Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agents Agent an amount (the “Placement Fee”) equal to 6.5% 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 Agents Agent or their designees its designee(s) at the Closing threea 5-year warrants warrant to purchase such number of ADSs Shares (as defined in Section 3) equal to 5.0% seven and a half percent (7.5)% of the ADSs Shares sold in this Offering (excluding or underlying any ADSs 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 $15.75 (0.68, which warrant shall be exercisable in full or 125% in part at any time beginning from the date after six months from the closing of the price per ADS sold in the Offering) Offering (the “Placement Agent WarrantsWarrant” and together with the ADSs Shares of Common Stock (each as defined in Section 3) underlying the Placement Agent WarrantsWarrant, the “Placement Agent Securities”). The Placement Agents 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 AgentsAgent. For the avoidance of doubt, the term of the Placement Agent Warrants Warrant shall not exceed more than five years from the commencement of sales in the Offering. The Placement Agents Agent hereby agree agrees that the holder of the Placement Agent Warrants Warrant will not: (a) not sell, transfer, assign, pledge or hypothecate the Placement Agent Warrants 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 securities issuable thereunder 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 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 FINRA Financial Industry Regulatory Authority, Inc. (“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 The Company shall pay to the Placement Agents in XX Xxxxxxxxxx a cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agents an amount placement fee (the “Placement Agent’s Closing Fee”) on each Closing Date equal to 6.56% 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 (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 Agents or their designees Agent’s Closing Fee payable to XX Xxxxxxxxxx at the Closing three-year warrants to purchase of such number of ADSs (as defined in Section 3) equal to 5.0% of the ADSs sold in this Offering (excluding any ADSs issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $15.75 (or 125% of the price per ADS sold in the Offering) (the “Placement Agent Warrants” and together with the ADSs underlying the Placement Agent Warrants, the “Placement Agent Securities”)first Placement. The Placement Agents 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 Agents. For the avoidance of doubt, the term of the Placement Agent Warrants shall not exceed more than five years from the commencement of sales in the Offering. The Placement Agents hereby agree that the holder of the Placement Agent Warrants will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Agent Warrants or the 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 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)Placement.

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agents 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 Agents Agent an amount (the “Placement Fee”) equal to six and a half percent (6.5% %) of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing (the “such Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agents Agent or their designees its designee(s) at the Closing threea five-year warrants warrant to purchase such number of ADSs Ordinary Shares (as defined in Section 3) equal to 5.0% three percent (3%) of the ADSs Ordinary Shares sold in this Offering such Closing (or underlying any convertible Securities sold in such 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 Closing, but excluding any ADSs Ordinary Shares issuable upon exercise of the Warrants issued in the OfferingClosing) at an exercise price of $15.75 (0.41 per Share underlying such warrant, which warrant shall be exercisable in full or 125% in part at any time beginning from the date of the price per ADS sold in the Offering) issuance (such warrant, the “Placement Agent WarrantsWarrant” and together with the ADSs Ordinary Shares underlying the Placement Agent WarrantsWarrant, the “Placement Agent Securities”). The Placement Agents 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 AgentsAgent. For the avoidance of doubt, the term of the Placement Agent Warrants Warrant shall not exceed more than 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 Agents 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 agree agrees that the holder of the Placement Agent Warrants Warrant will not: (a) not sell, transfer, assign, pledge or hypothecate the Placement Agent Warrants or the 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 AgentsSecurities, or an officer, partner, registered person or affiliate of the Placement Agents, in each case in accordance with FINRA Rule 5110(e)(1), or (b) cause the nor shall any Placement Agent Warrants or the securities issuable thereunder to Securities be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of the Placement Agent Warrants or the securities thereunder Securities, for a period of one hundred eighty in accordance with Financial Industry Regulatory Authority, Inc. (180“FINRA”) days beginning on the date of the commencement of sales in the OfferingRule 5110(e)(1), except as provided for in FINRA Rule 5110(e)(2).

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agents Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agents Agent an amount (the “Placement Fee”) equal to 6.5% eight percent (8.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agents Agent or their its designees at the Closing three-year warrants to purchase such number of ADSs Shares (as defined in Section 3) equal to 5.08.0% of the ADSs Shares sold in this Offering (excluding any ADSs issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $15.75 (or 125% of the price per ADS sold in the Offering) 1.82 (the “Placement Agent WarrantsWarrant” and together with the ADSs shares of Common Stock underlying the Placement Agent WarrantsWarrant, the “Placement Agent Securities”). The Placement Agents 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 AgentsAgent. For the avoidance of doubt, the term of the Placement Agent Warrants shall not exceed more than five years from the commencement of sales in the Offering. The Placement Agents hereby agree agrees that the holder of the Placement Agent Warrants will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Agent Warrants or the 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 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).

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agents Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agents Agent an amount (the “Placement Fee”) equal to 6.5% a 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 Agents Agent or their designees its designee(s) at the Closing three-year warrants a warrant to purchase such number of ADSs Shares (as defined in Section 3) equal to 5.0% five percent (1%) of the ADSs Shares sold in this Offering (excluding any ADSs issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $15.75 [_] per Ordinary Share (as defined below), which warrant shall be exercisable in full or 125% in part at any time beginning from the date of the price per ADS sold in the Offering) Offering (the “Placement Agent WarrantsWarrant” and together with the ADSs Ordinary Shares (each as defined in Section 3) underlying the Placement Agent WarrantsWarrant, the “Placement Agent Securities”). The Placement Agents 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 AgentsAgent. For the avoidance of doubt, the term of the Placement Agent Warrants Warrant shall not exceed more than five years from the commencement of sales in the Offering. The Placement Agents Agent hereby agree agrees that the holder of the Placement Agent Warrants Warrant will not: (a) not sell, transfer, assign, pledge or hypothecate the Placement Agent Warrants 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 securities issuable thereunder 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 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 FINRA Financial Industry Regulatory Authority, Inc. (“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).

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agents Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agents Agent an amount (the “Placement Fee”) equal to 6.5% a 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 Agents Agent or their designees its designee(s) at the Closing three-year warrants a warrant to purchase such number of ADSs Shares (as defined in Section 3) equal to 5.0% five percent (5%) of the ADSs Shares sold in this Offering (excluding any ADSs issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $15.75 2.20 per Common Share (as defined below), which warrant shall be exercisable in full or 125% in part at any time beginning from the date of the price per ADS sold in the Offering) Offering (the “Placement Agent WarrantsWarrant” and together with the ADSs Common Shares (each as defined in Section 3) underlying the Placement Agent WarrantsWarrant, the “Placement Agent Securities”). The Placement Agents 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 AgentsAgent. For the avoidance of doubt, the term of the Placement Agent Warrants Warrant shall not exceed more than five three and one-half (3.5) years from the commencement of sales in the Offering. The Placement Agents Agent hereby agree agrees that the holder of the Placement Agent Warrants Warrant will not: (a) not sell, transfer, assign, pledge or hypothecate the Placement Agent Warrants 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 securities issuable thereunder 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 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 FINRA Financial Industry Regulatory Authority, Inc. (“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).

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agents Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agents Agent an amount (the “Placement Fee”) equal to 6.5% a 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 Agents Agent or their designees its designee(s) at the Closing three-year warrants a warrant to purchase such number of ADSs Shares (as defined in Section 3) equal to 5.0% one percent (1%) of the ADSs Shares sold in this Offering (excluding any ADSs issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $15.75 10.225 per Ordinary Share (as defined below), which warrant shall be exercisable in full or 125% in part at any time beginning from the date of the price per ADS sold in the Offering) Offering (the “Placement Agent WarrantsWarrant” and together with the ADSs Ordinary Shares (each as defined in Section 3) underlying the Placement Agent WarrantsWarrant, the “Placement Agent Securities”). The Placement Agents 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 AgentsAgent. For the avoidance of doubt, the term of the Placement Agent Warrants Warrant shall not exceed more than five years from the commencement of sales in the Offering. The Placement Agents Agent hereby agree agrees that the holder of the Placement Agent Warrants Warrant will not: (a) not sell, transfer, assign, pledge or hypothecate the Placement Agent Warrants 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 securities issuable thereunder 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 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 FINRA Financial Industry Regulatory Authority, Inc. (“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).

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agents Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agents Agent an amount (the “Placement Fee”) equal to 6.5% a 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 one-half percent (7.5%) of the aggregate gross proceeds; and the Company shall issue to the Placement Agents Agent or their designees its designee(s) at the Closing three-year warrants a warrant to purchase such number of ADSs Shares (as defined in Section 3) equal to 5.0% five percent (5%) of the ADSs Securities (as defined in Section 3) sold in this Offering (excluding any ADSs issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $15.75 [*] per Ordinary Share (as defined below), which warrant shall be exercisable in full or 125% in part at any time beginning from the date of the price per ADS sold commencement of sales in the Offering) Offering (the “Placement Agent WarrantsWarrant” and together with the ADSs Common Shares (each as defined in Section 3) underlying the Placement Agent WarrantsWarrant, the “Placement Agent Securities”). The Placement Agents Agent may deduct from the net 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 AgentsAgent. For the avoidance of doubt, the term of the Placement Agent Warrants Warrant shall not exceed more than five three and one-half (3.5) years from the commencement of sales in the Offering. The Placement Agents Agent hereby agree agrees that the holder of the Placement Agent Warrants Warrant will not: (a) not sell, transfer, assign, pledge or hypothecate the Placement Agent Warrants 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 securities issuable thereunder 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 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 FINRA Financial Industry Regulatory Authority, Inc. (“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). In addition, pursuant to FINRA Rule 5110(g)(8)(A), the Placement Agent Warrants are not exercisable more than five years from the commencement of sales of the public offering and they will have anti-dilution terms that are consistent with FINRA Rule 5110(g)(8)(E) and (F).

Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agents Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agents Agent an amount (the “Placement Fee”) equal to 6.5% eight percent (8.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agents Agent or their its designees at the Closing threefive-year warrants to purchase such number of ADSs Shares (as defined in Section 3) equal to 5.0% of the ADSs Shares and the Common Stock underlying the Pre-Funded Warrants sold in this Offering (excluding any ADSs issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $15.75 (or 125% of the price per ADS sold in Purchase Price, which warrants shall be exercisable at any time beginning from the Offering) six month anniversary date of the Offering (the “Placement Agent WarrantsWarrant” and together with the ADSs shares of Common Stock underlying the Placement Agent WarrantsWarrant, the “Placement Agent Securities”). The Placement Agents 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 AgentsAgent. 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 Warrants shall not exceed more than five years from the commencement of sales in the Offering. The Placement Agents Agent hereby agree agrees that the holder of the Placement Agent Warrants will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Agent Warrants or the 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 AgentsAgent, or an officer, partner, registered person or affiliate of the Placement AgentsAgent, in each case in accordance with 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).