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, : (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.

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.