Representatives Warrants The Company hereby agrees to issue to the Representative (and/or its designees) (i) at the Closing Time a warrant (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the number of shares of Common Stock issued on such Date of Delivery. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Applicable Time and expiring on the five-year anniversary of the Applicable Time at an initial exercise price per share of Common Stock of $[ ● ], which is equal to 125% of the initial public offering price of the Initial Securities. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred and eighty (180) days after the Applicable Time and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred and eighty (180) days following the Applicable Time to anyone other than (i) an Underwriter or a selected dealer in connection with the offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may request.
Representative’s Warrant On the Closing date, the Company shall have delivered to the Representative an executed copy of the Representative’s Warrant.
Representative’s Warrant Agreement On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Warrant Agreement.
Placement Agents The Purchaser will purchase the Subordinated Note(s) directly from the Company and not from the Placement Agents and understands that neither the Placement Agents nor any other broker or dealer have any obligation to make a market in the Subordinated Notes.
Placement Agent’s Fee The Company shall pay to Rodman a cash placement fee (the “Placement Agent’s Fee”) equal to 7% of the aggregate purchase price paid by each purchaser of Securities that are placed in the Offering. The Placement Agent’s Fee shall be paid at the closing of the Offering (the “Closing”) from the gross proceeds of the Securities sold.
Warrant Agent Agreement If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject to the Warrant Agent Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agent Agreement, the provisions of this Warrant shall govern and be controlling.
Placement Agent It will purchase the Subordinated Note(s) directly from the Company and not from the Placement Agent and understands that neither the Placement Agent nor any other broker or dealer has any obligation to make a market in the Subordinated Notes.
Placement Agent’s Fees Except as set forth on Schedule 2.12, no brokerage or finder’s fee or commission are or will be payable to any Person with respect to the transactions contemplated by this Agreement based upon arrangements made by the Company or any of its affiliates. The Company agrees that it shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for persons engaged by Purchaser) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Purchaser harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any claim for any such fees or commissions.
Underwriters’ Warrants The Company hereby agrees to issue and sell to the Underwriter (and/or their designees) on the Closing Date (“Underwriter’s Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit B, at an initial exercise price of $[●] (or 110% of the public offering price per Firm Share). The Underwriter’s Warrants and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions.
Placement Warrants The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and, when issued in accordance with the terms of the Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.
