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 eight percent (8.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities (provided, that with respect to Securities sold to investors introduced to the Offering by the Company the Placement Fee shall be four percent (4.0%)), at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent or its designees at the Closing five-year warrants to purchase such number of Shares (as defined in Section 3) equal to 3.0% of the aggregate Shares and Pre-Funded Warrants sold in this Offering, at an exercise price of $[___] (125% of the price per Share), which warrants shall be exercisable at any time, during the period commencing six months from the date of the Offering (the “Placement Agent Warrant” and together with the 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.

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 eight six percent (8.06.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities (provided, that with respect to Securities sold to investors introduced to the Offering by the Company the Placement Fee shall be four percent (4.0%))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 Agent or its designees at the Closing fivethree-year warrants to purchase such number of Shares (as defined in Section 3) equal to 3.05.0% of the aggregate Shares and Pre-Funded Warrants sold in this Offering (or underlying any convertible Securities sold in the Offering, which shall be calculated based on the maximum number of Shares that may be issued to investors in the Offering, but shall exclude any Shares issuable upon exercise of the Warrants issued in the Offering) at an exercise price of $[___] (125% of the price per Share)9.204, which warrants shall be exercisable at any time, during the period commencing six months time beginning 180 days from the date of the Offering (the “Placement Agent Warrant” and together with the 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.

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 eight percent (8.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities (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 four five percent (4.05.0%)), at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent or its designees at the Closing five-year warrants to purchase such number of Shares (as defined in Section 3) equal to [three precent 3.0% %] of the aggregate Shares and sold in this Offering, including Shares purchaseable under any Pre-Funded Warrants sold (as defined in this OfferingSection 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 Share), which warrants shall be exercisable at any time, during the period commencing six months from the date of the Offering (the “Placement Agent Warrant” and together with the 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.

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 eight percent (8.0%) 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 Securities upon such exercise, if any (provided, that with respect to Securities sold to investors introduced to the Offering by the Company the Placement Fee shall be four percent (4.0%)), at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent or its designees at the Closing five-year warrants to purchase such number of Shares (as defined in Section 3) equal to 3.0% of the aggregate Shares and Pre-Funded Warrants sold in this Offering, at an exercise price of $[___] (125% of the price per Share), which warrants shall be exercisable at any time, during the period commencing six months from the date of the Offering (the “Placement Agent Warrant” and together with the shares of Common Stock 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.

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 eight percent (8.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities (provided, that with respect to Securities sold to investors introduced to the Offering by the Company the Placement Fee shall be four percent (4.0%))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 Agent or its designees at the Closing five-year warrants to purchase such number of Shares (as defined in Section 3) equal to 3.04.0% of the aggregate Shares and (which shall include the Shares purchasable under any Pre-Funded Warrants (as defined in Section 3)) and the Shares purchasable under the Common Warrants (as defined in Section 3) sold in this Offering, at an exercise price of $[___] (125% of the price per Share), which warrants shall be exercisable at any time, during the period commencing six months from the date of the Offering (the “Placement Agent Warrant” and together with the 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.

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 eight percent (8.0%) 8% of the aggregate gross proceeds received by the Company from the sale of the Securities (provided, that with respect up to Securities sold to investors introduced to $12.0 million and 7.5% of the Offering aggregate gross proceeds received by the Company from the Placement Fee shall be four percent (4.0%))sale of the Securities thereafter, at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent or its designees at the Closing five-year warrants to purchase such number of Shares (as defined in Section 3) equal to 3.02.5% of the aggregate Shares and Pre-Funded Warrants sold in this Offering, Offering at an exercise price of $[___●] (or 125% of the price per Sharepublic offering price), which warrants shall be exercisable at any time, during the period commencing six months time beginning 180 days from the date of the Offering (the “Placement Agent Warrant” and together with the shares of Common Stock Ordinary Shares 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.

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 eight percent (8.0%) 6.0% of the aggregate gross proceeds received by the Company from the sale of the Securities (provided, that with respect to Securities sold to investors introduced to the Offering by the Company the Placement Fee shall be four percent (4.0%)), at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent Agents or its their designees at the Closing five-year warrants to purchase such number of Shares ADSs (as defined in Section 3) equal to 3.05.0% of the aggregate Shares and Pre-Funded Warrants ADSs sold in this Offering, Offering at an exercise price of $[___●] (or 125% of the price per Sharepublic offering price), which warrants shall be exercisable at any time, during the period commencing six months time beginning 180 days from the date of the Offering (the “Placement Agent Warrant” and together with the shares of Common Stock ADSs and underlying Ordinary Shares (as defined below) underlying the Placement Agent Warrant, 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.

Placement Agent’s Fee. As compensation for services rendered, : (i) 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 eight percent (8.0%) 7% of the aggregate gross proceeds received by the Company from the sale of the Securities (provided, that with respect to Securities sold to investors introduced to Units and 7% of the Offering by purchase price of the Company the Placement Fee shall be four percent (4.0%))Debt, at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”); and (ii) the Company shall issue to the Placement Agent or its designees at the each Closing five-year warrants to purchase such number of Shares (as defined in Section 3) equal to 3.0% of the aggregate Shares and Pre-Funded Warrants sold in this Offering, at an exercise price of $[___] (125% of the price per Share), which warrants shall be exercisable at any time, during the period commencing six months from the date of the Offering (the “Placement Agent Warrant” and together with the Warrants”) to purchase that number of shares of Common Stock underlying equal to 10% of the Placement Agent Warranttotal number of shares of Common Stock of the Company (i) issuable upon conversion or exercise, respectively, of the “Placement Agent Securities”)Preferred Stock and Warrants sold in the Offering and (ii) the number of shares of Common Stock into which the Debt may be converted. The Placement Agent may deduct from Warrants will be exercisable at a price per share equal to $0.02, will have a five year term, will be immediately exercisable, in whole or in part, on one or more occasions, shall contain registration rights, and shall contain cashless exercise provisions. The form of warrant will be based upon the net proceeds form of the Offering payable to Warrants issued in the Company on the Closing Date Offering. In addition, the Placement Fee set forth herein to Agent shall be paid by 6% of the Company to gross exercise proceeds, when, as and if the Placement AgentWarrants are exercised.