Common use of Proposed Offering Clause in Contracts

Proposed Offering. Ladies and Gentlemen: The undersigned understands that you (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Placement Agency Agreement”) providing for the offer and sale (the “Offering”) of shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase shares of the Company’s Common Stock (the “Warrants” and together with the Shares, the “Securities”), of MICT, Inc., a Delaware corporation (the “Company”). In consideration of the execution of the Placement Agency Agreement by the Placement Agent, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of the Placement Agent, the undersigned will not, directly or indirectly, (a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock; (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; (c) except as provided for below, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company; or (d) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending ninety (90) days after the date of the closing of the Offering (such 90-day period, the “Lock-Up Period”).

Proposed Offering. Ladies and Gentlemen: The undersigned understands that you (the “Placement Agent”) proposes to enter entered into a Placement Agency Agreement (the “Placement Agency Agreement”) providing for the offer and sale (the “Offering”) of shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase shares of the Company’s Common Stock (the “Warrants” and together with the Shares, the “Securities”), of MICT, Inc., a Delaware corporation (the “Company”). In consideration of the execution of the Placement Agency Agreement by the Placement Agent, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of the Placement Agent, the undersigned will not, directly or indirectly, (a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock; (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; (c) except as provided for below, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company; or (d) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending ninety (90) days after the date of the closing of the Offering (such 90-day period, the “Lock-Up Period”).

Proposed Offering. Ladies and Gentlemen: The undersigned understands that you (the “Placement AgentPurchaser”) proposes propose to enter into a Placement Agency Agreement Securities Purchase Agreement, as amended and restated (the “Placement Agency Securities Purchase Agreement”) providing for the offer and sale (the “Offering”) of shares (the “Shares”i) of common stockshares, no par value $0.001 per share (the “Common Stock”) and warrants to purchase shares of the Company’s Common Stock (the “Warrants” and together with the Shares, the “Securities”), of MICT, Greenbrook TMS Inc., a Delaware an Ontario corporation (the “Company”) (the “Securities”). In consideration of the execution of the Placement Agency Securities Purchase Agreement by the Placement AgentAGP, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of the Placement AgentAGP, the undersigned will not, directly or indirectly, (a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could reasonably be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock; (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; (c) except as provided for below, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company; or (d) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending ninety (90) days after the date of the closing effective date of the Offering this Agreement (such 90-day period, the “Lock-Up Period”).

Proposed Offering. Ladies and Gentlemen: The undersigned understands that you (“AGP” or the “Placement Agent”) proposes propose to enter into a Placement Agency Agreement Agreement, to be dated as of [∙] [∙] 2024 (the “Placement Agency Agreement”) providing by and among Palladyne AI Corp. (the “Company”) and the investors party thereto (collectively, the “Purchasers”), with respect to the offer, sale and issuance of common stock, $0.0001 par value (“Common Stock”), or Pre-Funded Warrants, and Warrants, which warrants will be exercisable for the offer and sale Common Stock (the “Offering”) of shares (). Capitalized terms used herein and not otherwise defined shall have the “Shares”) of common stock, par value $0.001 per share (respective meanings set forth in the “Common Stock”) and warrants to purchase shares of the Company’s Common Stock (the “Warrants” and together with the Shares, the “Securities”), of MICT, Inc., a Delaware corporation (the “Company”)Placement Agency Agreement. In consideration of the execution of the Placement Agency Agreement by the Placement AgentAGP, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of the Placement AgentAGP, the undersigned will not, directly or indirectly, (a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock; (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; (c) except as provided for below, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company; or (d) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending ninety (90) [60] days after the date of the closing effective date of the Offering this Agreement (such 90-day [60]-day period, the “Lock-Up Period”).

Proposed Offering. Ladies and Gentlemen: The undersigned understands that you (the “Placement Agent”) proposes to enter entered into a Placement Agency Agreement (the “Placement Agency Agreement”) providing for the offer and sale (the “Offering”) of shares (the “Shares”) of common stock, par value $0.001 0.0001 per share (the “Common Stock”) and warrants to purchase shares of the Company’s Common Stock (the “Warrants” and together with the Shares, the “Securities”), of MICT, Amesite Inc., a Delaware corporation (the “Company”). In consideration of the execution of the Placement Agency Agreement by the Placement Agent, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of the Placement Agent, the undersigned will not, directly or indirectly, (a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock; (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; (c) except as provided for below, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company; or (d) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending ninety (90) days after the date of the closing of the Offering (such 90-day period, the “Lock-Up Period”).