Common use of Placement Agent Agreement Clause in Contracts

Placement Agent Agreement. Dear M▇. ▇▇▇▇▇▇▇▇▇: The purpose of this placement agent agreement (the “Agreement”) is to outline our agreement pursuant to which Spartan Capital Securities, LLC (“Spartan”) will act as the placement agent on a “best efforts” basis in connection with the proposed RD Offering (the “Placement”) by Lixte Biotechnology Holdings, Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of its shares of Common Stock or Pre-funded Warrants to purchase shares of Common Stock in lieu of shares of Common Stock (the “Securities”). This Agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Spartan’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Spartan to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Spartan with respect to securing any other financing on behalf of the Company. The Company confirms that entry into this Agreement and completion of the Placement with Spartan will not breach or otherwise violate the Company’s obligations to any other party or require any payments to such other party. For the sake of clarity, such obligations may include but not be limited to obligations under an engagement letter, placement agency agreement, underwriting agreement, advisory agreement, right of first refusal, tail fee obligation or other agreement. The terms of our agreement are as follows:

Placement Agent Agreement. Dear M▇▇. ▇▇▇▇▇▇▇▇▇: The purpose of this placement agent agreement (the “Agreement”) is to outline our agreement pursuant to which Spartan Aegis Capital Securities, LLC Corp. (“SpartanAegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed RD Offering private placement (the “Placement”) by Lixte Biotechnology Zoomcar Holdings, Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of promissory notes (“Notes”) and warrants (“Investor Warrants” and together with the Notes, “Securities”) to purchase its shares of Common Stock or Pre-funded Warrants to purchase shares of Common Stock in lieu of shares of Common Stock (the “Securities”)Stock. This Agreement placement agent agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Spartan▇▇▇▇▇’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Spartan Aegis to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Spartan Aegis with respect to securing any other financing on behalf of the Company. The Company confirms that entry into this Agreement placement agent agreement and completion of the Placement with Spartan Aegis will not breach or otherwise violate the Company’s obligations to any other party or require any payments to such other party. For the sake of clarity, such obligations may include but not be limited to obligations under an engagement letter, placement agency agreement, underwriting agreement, advisory agreement, right of first refusal, tail fee obligation or other agreement. The terms of our agreement are as follows: