Common use of The Placement Clause in Contracts

The Placement. The Placement is expected to consist of a sale of the Company’s Securities. Chaince will act as placement agent for the Placement subject to, among other matters referred to herein and additional customary conditions, completion of Chaince’s due diligence examination of the Company and its affiliates, listing approval by the Nasdaq Capital Market (“Exchange”) of the Securities to be issued, and the execution of definitive securities purchase agreements (“Securities Purchase Agreements”). The actual size of the Placement, the precise number of Securities to be offered by the Company and the offering price will be the subject of continuing negotiations between the Company and the investors thereto. In connection with the entry into the Securities Purchase Agreement, the Company (i) will meet with Chaince and its representatives to discuss such due diligence matters and to provide such documents as Chaince may require; (ii) will not file with the Commission any document regarding the Placement without the prior approval of Chaince and its counsel; (iii) will deliver to Chaince and the investors in the Placement such legal and accounting opinions and letters (including, without limitation, legal opinions, negative assurance letters, good standing certificates and officers’ and secretary certificates) as Chaince may require, all in form and substance acceptable to Chaince and (iv) will ensure that Chaince is a third party beneficiary of all representations, warranties, covenants, closing conditions and deliverables in connection with the Placement.