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 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 Agent or its designee(s) at the Closing a warrant to purchase such number of Shares (as defined in Section 3) equal to five percent (1%) of the Shares sold in this Offering at an exercise price of $[_] per Ordinary Share (as defined below), which warrant shall be exercisable in full or in part at any time beginning from the date of the Offering (the “Placement Agent Warrant” and together with the Ordinary Shares (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).

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 a percentage eight percent (8.0%) of the aggregate gross proceeds received by the Company from the sale of the SecuritiesSecurities (provided, that with respect to Securities sold to retail investors introduced to the Offering by any officer and/or director of the Company or any affiliate of any officer and/or director of the Company, the Placement Fee shall be five percent (5.0%)), 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) designees at the Closing a warrant five-year warrants to purchase such number of Shares (as defined in Section 3) equal to five percent (1[three precent 3.0%) ] of the aggregate Shares sold in this Offering Offering, including Shares purchaseable under any Pre-Funded Warrants (as defined in Section 3), but excluding Shares purchaseable under the Series A and Series B Warrants (as defined in Section 3), at an exercise price of $[___] (125% of the price per Ordinary Share (as defined belowShare), which warrant warrants shall be exercisable in full or in part at any time beginning time, during the period commencing six months from the date of the Offering (the “Placement Agent Warrant” and together with the Ordinary Shares (each as defined in Section 3) shares of Common Stock 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).

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 six and a percentage 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”), 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 three-year warrant to purchase such number of Ordinary Shares (as defined in Section 3) equal to five percent (1%) 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 $[_] per Ordinary Share (as defined below)1.60, which warrant shall be exercisable in full or in part at any time beginning from the date of the Offering (the “Placement Agent Warrant” and together with the Ordinary Shares (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).

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 a percentage 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”), 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 three-year warrant to purchase such number of Ordinary Shares (as defined in Section 3) equal to five three percent (13.0%) 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 $[_] per Ordinary Share (as defined below)1.00, which warrant shall be exercisable in full or in part at any time beginning from one hundred eighty (180) days after the date of the Offering (the “Placement Agent Warrant” and together with the Ordinary Shares (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).

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 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 eight percent (7.58%) of the aggregate gross proceeds; and the Company shall issue to the Placement Agent or its designee(s) at the Closing a warrant to purchase such number of Shares (as defined in Section 3) equal to five percent (15%) of the Shares sold in this Offering at an exercise price of $[_] 2.20 per Ordinary Common Share (as defined below), which warrant shall be exercisable in full or in part at any time beginning from the date of the Offering (the “Placement Agent Warrant” and together with the Ordinary Common Shares (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).

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 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 one-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 warrant to purchase such number of Shares (as defined in Section 3) equal to five percent (15%) of the Shares Securities (as defined in Section 3) sold in this Offering at an exercise price of $[_*] per Ordinary Share (as defined below), which warrant shall be exercisable in full or in part at any time beginning from the date of the commencement of sales in the Offering (the “Placement Agent Warrant” and together with the Ordinary Common Shares (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement 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 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). 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 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 a percentage eight percent (8.0%) 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”), 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) designees at the Closing a warrant five-year warrants to purchase such number of Shares (as defined in Section 3) equal to five percent (1%) 5.0% of the Shares and the Common Stock underlying the Pre-Funded Warrants sold in this Offering at an exercise price of $[_] per Ordinary Share (as defined below)125% 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 of the Offering (the “Placement Agent Warrant” and together with the Ordinary Shares (each as defined in Section 3) shares of Common Stock 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).

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 a percentage 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”), 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 Agents or its designee(s) their designees at the Closing a warrant five-year warrants to purchase such number of Shares ADSs (as defined in Section 3) equal to five percent (1%) 5.0% of the Shares ADSs sold in this Offering at an exercise price of $[_[ ●] per Ordinary Share (as defined belowor 125% of the public offering price), which warrant warrants shall be exercisable in full or in part at any time beginning from the date of the Offering (the “Placement Agent Warrant” and together with the ADSs and underlying Ordinary Shares (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)Agents.

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 percentage 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”), 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 warrant to purchase such number of Shares (as defined in Section 3) equal to five percent (15%) of the Shares sold in this Offering at an exercise price of $[_●] 1 per Ordinary Share (as defined below), which warrant shall be exercisable in full or in part at any time beginning from the date of the Offering (the “Placement Agent Warrant” and together with the Ordinary Shares (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).

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 a percentage 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 parties agree that the Company shall have the right to require XX Xxxxxxxxxx to appoint Northland Capital Markets (“Closing DateNorthland”), which percentage ) as financial advisor to the first Placement. XX Xxxxxxxxxx shall be seven and a half percent (7.5%) pay to Northland 1% of the aggregate gross proceeds; and purchase price paid by each purchaser of Securities in connection with the Company first Placement, other than those purchasers listed on Annex A, which amount shall issue to be subtracted from the Placement Agent or its designee(s) Agent’s Closing Fee payable to XX Xxxxxxxxxx at the Closing a warrant to purchase of such number of Shares (as defined in Section 3) equal to five percent (1%) of the Shares sold in this Offering at an exercise price of $[_] per Ordinary Share (as defined below), which warrant shall be exercisable in full or in part at any time beginning from the date of the Offering (the “Placement Agent Warrant” and together with the Ordinary Shares (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)Placement.

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 six and a percentage 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 “such 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 five-year warrant to purchase such number of Ordinary Shares (as defined in Section 3) equal to five three percent (13%) of the 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 Ordinary Shares issuable upon exercise of the Warrants issued in the Closing) at an exercise price of $[_] 0.41 per Ordinary Share (as defined below)underlying such warrant, which warrant shall be exercisable in full or in part at any time beginning from the date of the Offering issuance (such warrant, the “Placement Agent Warrant” and together with the Ordinary Shares (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).

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 percentage 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”), 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 five seven and a half percent (1%) 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 $[_] per Ordinary Share (as defined below)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 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 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 Agent or its designee(s) at the Closing a warrant to purchase such number of Shares (as defined in Section 3) equal to five one percent (1%) of the Shares sold in this Offering at an exercise price of $[_] 10.225 per Ordinary Share (as defined below), which warrant shall be exercisable in full or in part at any time beginning from the date of the Offering (the “Placement Agent Warrant” and together with the Ordinary Shares (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).

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 a percentage eight percent (8.0%) 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”), 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) designees at the Closing in a private placement a five-year warrant to purchase such number of Shares (as defined in Section 3) equal to five percent (1%) 5.0% of the Shares sold in this Offering at an exercise price of $[_] 125% of the Purchase Price per Ordinary Share (as defined below)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 of the Offering (the “Placement Agent Warrant” and together with the Ordinary Shares (each as defined in Section 3) shares of Common Stock 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).

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 a percentage 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”), 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) designees at the Closing a warrant five-year warrants to purchase such number of Shares (as defined in Section 3) equal to five percent (1%) 5.0% of the Shares sold in this Offering at an exercise price of $[_[ ●] per Ordinary Share (as defined belowor 100% of the public offering price), which warrant warrants shall be exercisable in full or in part at any time beginning from the date of the Offering (the “Placement Agent Warrant” and together with the Ordinary Shares (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).

Placement Agent’s Fee. As compensation for services rendered, the The Company shall pay to the Placement Agent in Rodman 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 a percentage 6% of the aggregate purchase price paid by each purchaser of Securities that are placed in a Placement on each Closing Date during the Term, other than those purchasers listed on Annex B attached hereto pertain to investors that have been referred by the Company and approved by Xxxxxx (which list may be amended from time to time to include additions by the Company after prior written approval of Xxxxxx, 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 B shall in no event be in excess of 10% of the total aggregate purchase price paid by all Purchasers of Securities in such Placement. Other than through an Underwritten Placement, the Placement Agent’s Closing Fee shall be paid at the Closing of a Placement through a third party escrow agent from the gross proceeds of the Securities sold. Additionally, a cash fee shall be payable to Xxxxxx within 48 hours of (but only in the event of) the receipt by the Company of any proceeds from the exercise of any warrants sold in a Placement equal to the 6% of the aggregate cash exercise price received by the Company from the sale of the Securitiesupon such exercise, at the closing of the Offering if any (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 warrant to purchase such number of Shares (as defined in Section 3) equal to five percent (1%) of the Shares sold in this Offering at an exercise price of $[_] per Ordinary Share (as defined below), which warrant shall be exercisable in full or in part at any time beginning from the date of the Offering (the “Placement Agent Warrant” and together with the Ordinary Shares (each as defined in Section 3) underlying the Placement Agent WarrantAgent’s Closing Fee, the “Placement Agent SecuritiesAgent’s Fee”). 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).

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 a percentage eight percent (8.0%) 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”), 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) designees at the Closing a warrant three-year warrants to purchase such number of Shares (as defined in Section 3) equal to five percent (1%) 8.0% of the Shares sold in this Offering at an exercise price of $[_] per Ordinary Share (as defined below), which warrant shall be exercisable in full or in part at any time beginning from the date of the Offering 1.82 (the “Placement Agent Warrant” and together with the Ordinary Shares (each as defined in Section 3) shares of Common Stock 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).

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 a percentage 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”), 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 Agents or its designee(s) their designees at the Closing a warrant three-year warrants to purchase such number of Shares ADSs (as defined in Section 3) equal to five percent (1%) 5.0% of the Shares ADSs sold in this Offering (excluding any ADSs issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $[_] per Ordinary Share 15.75 (as defined below), which warrant shall be exercisable in full or in part at any time beginning from the date 125% of the Offering price per ADS sold in the Offering) (the “Placement Agent WarrantWarrants” and together with the Ordinary Shares (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).

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 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 proceedsproceeds 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 3.5-year warrant to purchase such number of Shares (as defined in Section 3) equal to five seven percent (17%) 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 $[_] 8.30 per Ordinary Share (as defined below)ordinary share underlying the warrant, which warrant shall be exercisable in full or in part at any time beginning from the date 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 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).

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 a percentage 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”), 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) designees at the Closing a warrant five-year warrants to purchase such number of Shares (as defined in Section 3) equal to five percent (1%) 5.0% of the Shares sold in this Offering at an exercise price of $[_] per Ordinary Share (as defined below)125% 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 of the Offering (the “Placement Agent Warrant” and together with the Ordinary Shares (each as defined in Section 3) shares of Common Stock 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).