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, 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 in a private placement a five-year warrant to purchase such number of Shares (as defined in Section 3) equal to 5.0% of the Shares sold in this Offering at an exercise price of 125% of the Purchase Price per Share, which warrants shall be exercisable at any time, during the period commencing 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 represents that it is an “accredited investor” as defined in Rule 501(a) of Regulation D, and that it is purchasing the Placement Agent Warrants for investment purposes and not with a view to resale or distribution. The Placement Agent has a long standing relationship with the Company, has access to information regarding the Company, and is financially sophisticated. The Placement Agent understands that the Placement Agent Warrant is being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Placement Agent’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Placement Agent set forth herein in order to determine the availability of such exemptions and the eligibility of such Placement Agent to acquire the Securities.

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 eight six and a half percent (8.06.5%) of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing (the “such Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company shall issue to the Placement Agent or its designees designee(s) at the Closing in a private placement a five-year warrant to purchase such number of Ordinary Shares (as defined in Section 3) equal to 5.0% three percent (3%) 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 125% of the Purchase Price $0.41 per ShareShare underlying such warrant, which warrants warrant shall be exercisable in full or in part at any time, during the period commencing 180 days time beginning from the date of the Offering issuance (such warrant, 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 represents that it is an “accredited investor” as defined in Rule 501(a) may deduct from the net proceeds of Regulation Dthe Offering payable to the Company on such Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agent. For the avoidance of doubt, and that it is purchasing the term of the Placement Agent Warrants for investment purposes and Warrant shall not with a view exceed five years from the commencement of sales of the Securities to resale or distributionbe sold on the Closing Date on which such Placement Agent Warrant shall be issued. The Placement Agent has a long standing relationship 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 the Company, has access to information regarding the Company, and is financially sophisticatedcustomary terms. The Placement Agent understands hereby agrees that the holder of the Placement Agent Warrant is being offered and sold to it in reliance on specific exemptions from will not sell, transfer, assign, pledge or hypothecate the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Placement Agent’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Placement Agent set forth herein in order to determine the availability of such exemptions and the eligibility of such Securities, nor shall any Placement Agent to acquire 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 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 eight percent (8.0%) of the aggregate gross proceeds received by the Company from the sale of the 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 in a private placement a fivethree-year warrant warrants to purchase such number of Shares (as defined in Section 3) equal to 5.08.0% of the Shares sold in this Offering at an exercise price of 125% of the Purchase Price per Share, which warrants shall be exercisable at any time, during the period commencing 180 days from the date of the Offering $1.82 (the “Placement Agent Warrant” and together with the shares of Common Stock underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent represents 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 Placement Agent hereby agrees that it is an “accredited investor” as defined in Rule 501(a) the holder of Regulation D, and that it is purchasing the Placement Agent Warrants for investment purposes and not with a view to resale will not: (a) sell, transfer, assign, pledge or distribution. The Placement Agent has a long standing relationship with the Company, has access to information regarding the Company, and is financially sophisticated. The Placement Agent understands that hypothecate the Placement Agent Warrant is being offered and sold Warrants or the 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 it anyone other than the Placement Agents, or an officer, partner, registered person or affiliate of the Placement Agents, in reliance on specific exemptions from each case in accordance with FINRA Rule 5110(e)(1), or (b) cause the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Placement Agent’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Placement Agent set forth herein Warrants or the securities issuable thereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in order to determine the availability effective economic disposition of such exemptions and the eligibility of such Placement Agent to acquire Warrants or the Securitiessecurities 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 eight percent (8.0%) 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 designees designee(s) at the Closing in a private placement a five-year warrant to purchase such number of Shares (as defined in Section 3) equal to 5.0% five percent (1%) of the Shares sold in this Offering at an exercise price of 125% of the Purchase Price $[_] per ShareOrdinary Share (as defined below), which warrants warrant shall be exercisable in full or in part at any time, during the period commencing 180 days time beginning from the date of the Offering (the “Placement Agent Warrant” and together with the shares of Common Stock Ordinary Shares (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent represents that it is an “accredited investor” as defined in Rule 501(a) may deduct from the net proceeds of Regulation Dthe 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, and that it is purchasing the term of the Placement Agent Warrants for investment purposes and Warrant shall not with a view to resale or distributionexceed five years from the commencement of sales in the Offering. The Placement Agent has a long standing relationship with hereby agrees that the Company, has access to information regarding the Company, and is financially sophisticated. The Placement Agent understands that holder of the Placement Agent Warrant is being offered and sold to it in reliance on specific exemptions from will not sell, transfer, assign, pledge or hypothecate the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Placement Agent’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Placement Agent set forth herein in order to determine the availability of such exemptions and the eligibility of such Securities, nor shall any Placement Agent to acquire Securities be the Securitiessubject 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 eight percent (8.0%) 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 designees designee(s) at the Closing in a private placement a five-year warrant to purchase such number of Shares (as defined in Section 3) equal to 5.0% one percent (1%) of the Shares sold in this Offering at an exercise price of 125% of the Purchase Price $10.225 per ShareOrdinary Share (as defined below), which warrants warrant shall be exercisable in full or in part at any time, during the period commencing 180 days time beginning from the date of the Offering (the “Placement Agent Warrant” and together with the shares of Common Stock Ordinary Shares (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent represents that it is an “accredited investor” as defined in Rule 501(a) may deduct from the net proceeds of Regulation Dthe 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, and that it is purchasing the term of the Placement Agent Warrants for investment purposes and Warrant shall not with a view to resale or distributionexceed five years from the commencement of sales in the Offering. The Placement Agent has a long standing relationship with hereby agrees that the Company, has access to information regarding the Company, and is financially sophisticated. The Placement Agent understands that holder of the Placement Agent Warrant is being offered and sold to it in reliance on specific exemptions from will not sell, transfer, assign, pledge or hypothecate the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Placement Agent’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Placement Agent set forth herein in order to determine the availability of such exemptions and the eligibility of such Securities, nor shall any Placement Agent to acquire Securities be the Securitiessubject 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 eight seven and a half percent (8.07.5%) 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”); and the Company shall issue to the Placement Agent or its designees designee(s) at the Closing in a private placement a five5-year warrant to purchase such number of Shares (as defined in Section 3) equal to 5.0% seven and a half percent (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 125% of the Purchase Price per Share$0.68, which warrants warrant shall be exercisable in full or in part at any time, during the period commencing 180 days time beginning from the date after six months from the closing of the Offering (the “Placement Agent Warrant” and together with the shares Shares of Common Stock (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent represents that it is an “accredited investor” as defined in Rule 501(a) may deduct from the net proceeds of Regulation Dthe 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, and that it is purchasing the term of the Placement Agent Warrants for investment purposes and Warrant shall not with a view to resale or distributionexceed five years from the commencement of sales in the Offering. The Placement Agent has 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 long standing relationship period of one hundred eighty (180) days beginning on the date of the commencement of sales in the Offering in accordance with the CompanyFinancial Industry Regulatory Authority, has access to information regarding the CompanyInc. (“FINRA”) Rule 5110(e)(1), and is financially sophisticatedexcept as provided for in FINRA Rule 5110(e)(2). The Placement Agent understands Warrant shall have the same registration rights as other securities in the Offering, or if that the Placement Agent Warrant is being offered and sold to it in reliance on specific exemptions from the not possible, shall have piggyback registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Placement Agent’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Placement Agent set forth herein in order to determine the availability of such exemptions and the eligibility of such Placement Agent to acquire the Securitiesrights 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 eight percent (8.0%) 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 eight percent (8%) of the aggregate gross proceeds; and the Company shall issue to the Placement Agent or its designees designee(s) at the Closing in a private placement a five-year warrant to purchase such number of Shares (as defined in Section 3) equal to 5.0% five percent (5%) of the Shares sold in this Offering at an exercise price of 125% of the Purchase Price $2.20 per ShareCommon Share (as defined below), which warrants warrant shall be exercisable in full or in part at any time, during the period commencing 180 days time beginning from the date of the Offering (the “Placement Agent Warrant” and together with the shares of Common Stock Shares (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent represents that it is an “accredited investor” as defined in Rule 501(a) may deduct from the net proceeds of Regulation Dthe 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, and that it is purchasing the term of the Placement Agent Warrants for investment purposes Warrant shall not exceed three and not with a view to resale or distributionone-half (3.5) years from the commencement of sales in the Offering. The Placement Agent has a long standing relationship with hereby agrees that the Company, has access to information regarding the Company, and is financially sophisticated. The Placement Agent understands that holder of the Placement Agent Warrant is being offered and sold to it in reliance on specific exemptions from will not sell, transfer, assign, pledge or hypothecate the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Placement Agent’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Placement Agent set forth herein in order to determine the availability of such exemptions and the eligibility of such Securities, nor shall any Placement Agent to acquire Securities be the Securitiessubject 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 eight percent (8.0%) 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 one-half percent (7.5%) of the aggregate gross proceeds; and the Company shall issue to the Placement Agent or its designees designee(s) at the Closing in a private placement a five-year warrant to purchase such number of Shares (as defined in Section 3) equal to 5.0% five percent (5%) of the Shares Securities (as defined in Section 3) sold in this Offering at an exercise price of 125% of the Purchase Price $[*] per ShareOrdinary Share (as defined below), which warrants warrant shall be exercisable in full or in part at any time, during the period commencing 180 days time beginning from the date of the commencement of sales in the Offering (the “Placement Agent Warrant” and together with the shares of Common Stock Shares (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent represents may deduct from 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 three and one-half (3.5) years from the commencement of sales in the Offering. The Placement Agent hereby agrees that it is an 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. (“accredited investor” FINRA”) Rule 5110(e)(1), except as defined provided for in FINRA Rule 501(a) of Regulation D5110(e)(2). In addition, and that it is purchasing pursuant to FINRA Rule 5110(g)(8)(A), the Placement Agent Warrants for investment purposes and are not with a view to resale or distribution. The Placement Agent has a long standing relationship with the Company, has access to information regarding the Company, and is financially sophisticated. The Placement Agent understands that the Placement Agent Warrant is being offered and sold to it in reliance on specific exemptions exercisable more than five years from the registration requirements commencement of United States federal sales of the public offering and state securities laws they will have anti-dilution terms that are consistent with FINRA Rule 5110(g)(8)(E) and that the Company is relying in part upon the truth and accuracy of, and such Placement Agent’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Placement Agent set forth herein in order to determine the availability of such exemptions and the eligibility of such Placement Agent to acquire the Securities(F).

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, 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 Agents or its their designees at the Closing in a private placement a five-year warrant warrants to purchase such number of Shares ADSs (as defined in Section 3) equal to 5.0% of the Shares ADSs sold in this Offering at an exercise price of $[ ●] (or 125% of the Purchase Price per Sharepublic offering price), which warrants shall be exercisable at any time, during the period commencing 180 days time 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 represents that it is an “accredited investor” as defined in Rule 501(a) of Regulation D, Agents understand and that it is purchasing the Placement Agent Warrants for investment purposes and not with a view to resale or distribution. The Placement Agent has a long standing relationship with the Company, has access to information regarding the Company, and is financially sophisticated. The Placement Agent understands agree that the Placement Agent Warrant is being offered Securities have been deemed compensation by FINRA and sold are therefore subject to it 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 reliance on specific exemptions 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 registration requirements from the date of United States federal and state securities laws and that the Offering. Placement Agents may deduct from the net proceeds of the Offering payable to the Company is relying in part upon on the truth and accuracy of, and such Closing Date the Placement Agent’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Placement Agent Fee set forth herein in order to determine be paid by the availability of such exemptions and Company to the eligibility of such Placement Agent to acquire the SecuritiesAgents.

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 seven and a half percent (8.07.5%) 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”); and the Company shall issue to the Placement Agent or its designees designee(s) at the Closing in a private placement a five-year warrant to purchase such number of Shares (as defined in Section 3) equal to 5.0% five percent (5%) of the Shares sold in this Offering at an exercise price of 125% of the Purchase Price $[●] 1 per ShareOrdinary Share (as defined below), which warrants warrant shall be exercisable in full or in part at any time, during the period commencing 180 days time beginning from the date of the Offering (the “Placement Agent Warrant” and together with the shares of Common Stock Ordinary Shares (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent represents that it is an “accredited investor” as defined in Rule 501(a) may deduct from the net proceeds of Regulation Dthe 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, and that it is purchasing the term of the Placement Agent Warrants for investment purposes and Warrant shall not with a view to resale or distributionexceed [●] years from the commencement of sales in the Offering. The Placement Agent has a long standing relationship with hereby agrees that the Company, has access to information regarding the Company, and is financially sophisticated. The Placement Agent understands that holder of the Placement Agent Warrant is being offered and sold to it in reliance on specific exemptions from will not sell, transfer, assign, pledge or hypothecate the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Placement Agent’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Placement Agent set forth herein in order to determine the availability of such exemptions and the eligibility of such Securities, nor shall any Placement Agent to acquire Securities be the Securitiessubject 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 eight seven percent (8.07.0%) 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”); and the Company shall issue to the Placement Agent or its designees designee(s) at the Closing in a private placement a fivethree-year warrant to purchase such number of Ordinary Shares (as defined in Section 3) equal to 5.0% three percent (3.0%) 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 125% of the Purchase Price per Share$1.00, which warrants warrant shall be exercisable in full or in part at any time, during the period commencing 180 time beginning one hundred eighty (180) days from after the date of the Offering (the “Placement Agent Warrant” and together with the shares of Common Stock Ordinary Shares (as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent represents that it is an “accredited investor” as defined in Rule 501(a) may deduct from the net proceeds of Regulation Dthe 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, and that it is purchasing the term of the Placement Agent Warrants for investment purposes and Warrant shall not with a view to resale or distributionexceed three (3) years from the commencement of sales in the Offering. The Placement Agent has a long standing relationship with hereby agrees that the Company, has access to information regarding the Company, and is financially sophisticated. The Placement Agent understands that holder of the Placement Agent Warrant is being offered and sold to it in reliance on specific exemptions from will not sell, transfer, assign, pledge or hypothecate the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Placement Agent’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Placement Agent set forth herein in order to determine the availability of such exemptions and the eligibility of such Securities, nor shall any Placement Agent to acquire Securities be the Securitiessubject 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 eight percent (8.0%) of the aggregate gross proceeds received by the Company from the sale of the 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 in a private placement a five-year warrant warrants to purchase such number of Shares (as defined in Section 3) equal to 5.0% of the Shares and the Common Stock underlying the Pre-Funded Warrants sold in this Offering at an exercise price of 125% of the Purchase Price per SharePrice, which warrants shall be exercisable at any time, during the period commencing 180 days time beginning from the six month anniversary 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 represents that it is an “accredited investor” as defined in Rule 501(amay 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 Regulation Ddoubt, and that it is purchasing the term of the Placement Agent Warrants for investment purposes and shall not with a view to resale or distributionexceed more than five years from the commencement of sales in the Offering. The Placement Agent has a long standing relationship with hereby agrees that the Company, has access to information regarding the Company, and is financially sophisticated. The Placement Agent understands that holder of the Placement Agent Warrant is being offered and sold Warrants will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Agent Warrants or the 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 it in reliance on specific exemptions from anyone other than the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Placement Agent’s compliance with, or an officer, partner, registered person or affiliate of the representationsPlacement Agent, warrantiesin each case in accordance with FINRA Rule 5110(e)(1), agreements, acknowledgments and understandings of such or (b) cause the Placement Agent set forth herein Warrants or the securities issuable thereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in order to determine the availability effective economic disposition of such exemptions and the eligibility of such Placement Agent to acquire Warrants or the Securitiessecurities 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 eight six and a half percent (8.06.5%) 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”); and the Company shall issue to the Placement Agent or its designees designee(s) at the Closing in a private placement a fivethree-year warrant to purchase such number of Ordinary Shares (as defined in Section 3) equal to 5.04.0% 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 125% of the Purchase Price per Share$1.60, which warrants warrant shall be exercisable in full or in part at any time, during the period commencing 180 days time beginning from the date of the Offering (the “Placement Agent Warrant” and together with the shares of Common Stock Ordinary Shares (as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent represents that it is an “accredited investor” as defined in Rule 501(a) may deduct from the net proceeds of Regulation Dthe 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, and that it is purchasing the term of the Placement Agent Warrants for investment purposes and Warrant shall not with a view to resale or distributionexceed five years from the commencement of sales in the Offering. The Placement Agent has a long standing relationship with hereby agrees that the Company, has access to information regarding the Company, and is financially sophisticated. The Placement Agent understands that holder of the Placement Agent Warrant is being offered and sold to it in reliance on specific exemptions from will not sell, transfer, assign, pledge or hypothecate the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Placement Agent’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Placement Agent set forth herein in order to determine the availability of such exemptions and the eligibility of such Securities, nor shall any Placement Agent to acquire Securities be the Securitiessubject 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 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%) 6.5% of the aggregate gross proceeds received by the Company from the sale of the 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 Agents or its their designees at the Closing in a private placement a fivethree-year warrant warrants to purchase such number of Shares ADSs (as defined in Section 3) equal to 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 $15.75 (or 125% of the Purchase Price price per Share, which warrants shall be exercisable at any time, during ADS sold in the period commencing 180 days from the date of the Offering Offering) (the “Placement Agent WarrantWarrants” and together with the shares of Common Stock ADSs underlying the Placement Agent WarrantWarrants, the “Placement Agent Securities”). The Placement Agent represents that it is an “accredited investor” as defined in Rule 501(a) Agents may deduct from the net proceeds of Regulation Dthe Offering payable to the Company on the Closing Date the Placement Fee set forth herein to be paid by the Company to the Placement Agents. For the avoidance of doubt, and that it is purchasing the term of the Placement Agent Warrants for investment purposes and shall not with a view to resale or distributionexceed more than five years from the commencement of sales in the Offering. The Placement Agent has a long standing relationship with Agents hereby agree that the Company, has access to information regarding the Company, and is financially sophisticated. The Placement Agent understands that holder of the Placement Agent Warrant is being offered and sold to it in reliance on specific exemptions from Warrants will not: (a) sell, transfer, assign, pledge or hypothecate the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Placement Agent’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Placement Agent set forth herein Warrants or the securities issuable thereunder for a period of one hundred eighty (180) days beginning on the date of the commencement of sales in order the Offering to determine anyone other than the availability Placement Agents, or an officer, partner, registered person or affiliate of such exemptions and the eligibility of such Placement Agents, in each case in accordance with FINRA Rule 5110(e)(1), or (b) cause the Placement Agent Warrants or the securities issuable thereunder to acquire be the Securitiessubject 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 eight percent (8.0%) 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 proceeds 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 designees designee(s) at the Closing in a private placement a five3.5-year warrant to purchase such number of Shares (as defined in Section 3) equal to 5.0% seven percent (7%) 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 125% of $8.30 per ordinary share underlying the Purchase Price per Sharewarrant, which warrants warrant shall be exercisable in full or in part at any time, during the period commencing 180 days time beginning from the date of the Offering (the “Placement Agent Warrant” and together with the shares Shares of Common Stock (each as defined in Section 3) underlying the Placement Agent Warrant, the “Placement Agent Securities”). The Placement Agent represents that it is an “accredited investor” as defined in Rule 501(a) may deduct from the net proceeds of Regulation Dthe 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, and that it is purchasing the term of the Placement Agent Warrants for investment purposes and Warrant shall not with a view to resale or distributionexceed five years from the commencement of sales in the Offering. The Placement Agent has a long standing relationship with Warrant shall have the Company, has access same registration rights as the Warrants issued to information regarding Investors in the Company, and is financially sophisticatedOffering. The Placement Agent understands hereby agrees that the holder of the Placement Agent Warrant is being offered and sold to it in reliance on specific exemptions from will not sell, transfer, assign, pledge or hypothecate the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Placement Agent’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Placement Agent set forth herein in order to determine the availability of such exemptions and the eligibility of such Securities, nor shall any Placement Agent to acquire Securities be the Securitiessubject 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 eight seven percent (8.07.0%) of the aggregate gross proceeds received by the Company from the sale of the 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 in a private placement a five-year warrant warrants to purchase such number of Shares (as defined in Section 3) equal to 5.0% of the Shares sold in this Offering at an exercise price of 125% of the Purchase Price per SharePrice, which warrants shall be exercisable at any time, during the period commencing 180 days time beginning from the six month anniversary 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 represents that it is an “accredited investor” as defined in Rule 501(a) may deduct from the net proceeds of Regulation Dthe 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, and that it is purchasing the term of the Placement Agent Warrants for investment purposes and shall not with a view to resale or distributionexceed more than five years from the commencement of sales in the Offering. The Placement Agent has a long standing relationship with hereby agrees that the Company, has access to information regarding the Company, and is financially sophisticated. The Placement Agent understands that holder of the Placement Agent Warrant is being offered and sold Warrants will not: (a) sell, transfer, assign, pledge or hypothecate the Placement Agent Warrants or the 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 it in reliance on specific exemptions from anyone other than the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Placement Agent’s compliance with, or an officer, partner, registered person or affiliate of the representationsPlacement Agent, warrantiesin each case in accordance with FINRA Rule 5110(e)(1), agreements, acknowledgments and understandings of such or (b) cause the Placement Agent set forth herein Warrants or the securities issuable thereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in order to determine the availability effective economic disposition of such exemptions and the eligibility of such Placement Agent to acquire Warrants or the Securitiessecurities 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).