Common use of Partial Unenforceability Clause in Contracts

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, MingZhu Logistics Holdings Limited By: Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: Name: Xxxxxxx Xx Title: President SCHEDULE I Issuer General Use Free Writing Prospectuses None. Exhibit A Lock-Up Agreement _________________, 2021 FT Global Capital, Inc. 0 Xxxxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxx, XX, 00000 Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) with MingZhu Logistics Holdings Limited, a Cayman Islands company (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including Ordinary Shares (the “Shares”) of the Company (the “Ordinary Shares”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares, any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Appears in 2 contracts

Samples: Placement Agency Agreement (MingZhu Logistics Holdings LTD), Placement Agency Agreement (MingZhu Logistics Holdings LTD)

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Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that If the foregoing correctly sets forth the is in accordance with your understanding reached by FT Global and the Company, and intending to be legally boundof our agreement, please sign in and return to us the space provided belowenclosed duplicate hereof, whereupon this letter and your acceptance shall constitute represent a binding Agreement as of agreement among the date executedCompany, the Adviser and the Underwriters. Very truly yours, MingZhu Logistics Holdings Limited Great Elm Capital Corp. By: Name: Title: Confirmed Great Elm Capital Management, Inc. By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first first-written above: FT GLOBAL CAPITAL, INC. Ladenburg Xxxxxxxx & Co. Inc. By: Name: Xxxxxxx Xx Title: President SCHEDULE I Issuer General Use Free Writing Prospectuses None. For itself and as Representative of the Underwriters named in Exhibit A Lockhereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Ladenburg Xxxxxxxx & Co. Inc. [ •] [•] [ •] [•] [ •] Total [ •] EXHIBIT B PRICE-Up Agreement _________________, 2021 FT Global Capital, Inc. 0 Xxxxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxx, XX, 00000 AttentionRELATED INFORMATION Aggregate Principal Amount of Initial Securities: President Ladies $[•] Aggregate Principal Amount of Option Securities: $[•] Public offering price [100.0]% Sales load (underwriting discounts and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”commissions) proposes [•]% Proceeds to enter into a Placement Agency Agreement (the “Agreement”) with MingZhu Logistics Holdings Limited, a Cayman Islands company (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including Ordinary Shares before expenses [•]% Pricing Date: [•], 2018 Closing Date (the “Shares”) of the Company (the “Ordinary Shares”). To induce the Placement Agent to continue its efforts in connection with the Public OfferingT+5): [•], the undersigned hereby agrees that2018 Interest Rate [•]% No Call Period Closing Date through [•], without the prior written consent of the Placement Agent20[•] Stated Maturity [•], the undersigned will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares, any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.20[•]

Appears in 1 contract

Samples: Underwriting Agreement (Great Elm Capital Corp.)

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, MingZhu Logistics Holdings Limited SENMIAO TECHNOLOGY LIMITED By: Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: Name: Xxxxxxx Xx Title: President SCHEDULE I Issuer General Use Free Writing Prospectuses None. Exhibit A Lock-Up Agreement ______________February ___, 2021 FT Global Capital, Inc. 0 Xxxxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxx, XX, 00000 Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) with MingZhu Logistics Holdings wit Senmiao Technology Limited, a Cayman Islands company Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including Ordinary Shares shares (the “Shares”) of the Company Company’s common stock (the “Ordinary SharesCommon Stock”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 90 180 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary SharesCommon Stock, any securities convertible into or exercisable or exchangeable for Ordinary SharesCommon Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Appears in 1 contract

Samples: Placement Agency Agreement (Senmiao Technology LTD)

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global Xxxxxx and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, MingZhu Logistics Holdings Limited ADITXT, INC. By: Name: Amro Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above: FT GLOBAL CAPITALXXXXXX XXXXX SECURITIES, INC. By: Name: Xxxxxxx Xx Xxxxxx X. Xxxxxx, Xx. Title: President Chief Executive Officer SCHEDULE I Issuer General Use Free Writing Prospectuses None. Exhibit A Lock-Up Agreement _________________[●], 2021 FT Global CapitalXxxxxx Xxxxx Securities, Inc. 0 Xxxxxxxxx 000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxx000 Xxxx Xxxxx, XX, XX 00000 Attention: President Ladies and Gentlemen: The undersigned understands that FT Global CapitalXxxxxx Xxxxx Securities, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) with MingZhu Logistics Holdings LimitedAditxt, Inc., a Cayman Islands company Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including Ordinary Shares shares (the “Shares”) of the Company Company’s common stock (the “Ordinary SharesCommon Stock”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 90 180 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary SharesCommon Stock, any securities convertible into or exercisable or exchangeable for Ordinary SharesCommon Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, the foregoing restrictions shall not apply in respect of an Exempt Issuance as defined in the Agreement.

Appears in 1 contract

Samples: Placement Agency Agreement (Aditxt, Inc.)

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that If the foregoing correctly sets forth the understanding reached by FT Global between the Placement Agent and the Company, and intending to be legally bound, please sign so indicate in the space provided belowbelow for that purpose, whereupon this letter shall constitute a binding Agreement as of the date executedagreement between us. Very truly yours, MingZhu Logistics Holdings Limited ADDENTAX GROUP CORP. By: Name: Title: Confirmed as of Chief Executive Officer Accepted on the date first written above: FT GLOBAL CAPITALabove written. NETWORK 1 FINANCIAL SECURITIES, INC. By: Name: Xxxxxxx Xx Dxxxx Xxxxxxxxxx Title: President SCHEDULE I Issuer General Use Free Writing Prospectuses NoneManaging Director EXHIBIT A Form of Placement Agent’s Warrant THE REGISTERED HOLDER OF THIS PLACEMENT AGENT’S WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PLACEMENT AGENT’S WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PLACEMENT AGENT’S WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PLACEMENT AGENT’S WARRANT OR CAUSE IT TO 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 WARRANT BY ANY PERSON FOR A PERIOD BEGINNING FROM THE EFFECTIVENESS OF THE REGISTRATION STATEMENT (DEFINED BELOW) UNTIL 180 DAYS AFTER THE EFFECTIVE DATE OF THE OFFERING TO ANYONE OTHER THAN (I) NETWORK 1 FINANCIAL SECURITIES, INC. Exhibit (“NETWORK 1”) OR AN PLACEMENT AGENT OR A Lock-Up Agreement SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF NETWORK 1 OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). PLACEMENT AGENT’S WARRANT Warrant Certificate No: ___ Original Issue Date: ___ For the Purchase of _____________, 2021 FT Global Capital, Inc. 0 Xxxxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxx, XX, 00000 Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) with MingZhu Logistics Holdings Limited, a Cayman Islands company (the “Company”), providing for the public offering (the “Public Offering”) _ Shares of securities of the Company, including Ordinary Shares (the “Shares”) of the Company (the “Ordinary Shares”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares, any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up SecuritiesADDENTAX GROUP CORP.

Appears in 1 contract

Samples: Placement Agency Agreement (Addentax Group Corp.)

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that If the foregoing correctly sets forth the understanding reached by FT Global between the Placement Agent and the Company, and intending to be legally bound, please sign so indicate in the space provided belowbelow for that purpose, whereupon this letter shall constitute a binding Agreement as of the date executedagreement between us. Very truly yours, MingZhu Logistics Holdings Limited GREENPRO CAPITAL CORP. By: Name: Lxx Xxxxx Xxxxx Title: Confirmed as of Chief Executive Officer Accepted on the date first written above: FT GLOBAL CAPITALabove written. NETWORK 1 FINANCIAL SECURITIES, INC. By: Name: Xxxxxxx Xx Title: President SCHEDULE I EXHIBIT A Form of Placement Agent’s Warrant EXHIBIT B Issuer General Use Free Writing Prospectuses None. Exhibit A EXHIBIT C Lock-Up Agreement ________________ __, 2021 FT Global Capital20__ Network 1 Financial Securities, Inc. 0 2 Xxxxxx Xxxxxx, Xxxxxxxxx XxxxxxxXxx Xxxx, Xxxxx 0000 Xxxxxxx, XX, XX 00000 Attention: President Ladies and Gentlemen: The undersigned understands that FT Global CapitalNetwork 1 Financial Securities, Inc. (the “Placement Agent”) proposes to enter into a an Placement Agency Agreement (the “Placement Agency Agreement”) with MingZhu Logistics Holdings LimitedGreenpro Capital Corp., a Cayman Islands company Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) by the Placement Agent named in the Placement Agency Agreement of securities minimum of 500,000 and maximum of 2,500,000 Shares of the Company, including Ordinary Shares (the “Shares”) of the Company (the “Ordinary Shares”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned it will not, during the period commencing on the date hereof and ending 90 180 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering Closing Date (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary capital stock of the Company including shares of Company common stock (“Shares, ”) or any securities convertible into or exercisable or exchangeable for Ordinary Sharescapital stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securitiescapital stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCompany capital stock or such other securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may transfer Shares held by the undersigned without the prior consent of the Placement Agent in connection with (a) transfers of Shares or any security convertible into Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (3a), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Shares , shall be required or shall be voluntarily made during the Lock-up Period, (b) transfer of Shares to a charity or educational institution, or (c) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value. In addition, the undersigned agrees that during the Lock-Up Period, without the prior written consent of the Placement Agent, it will not make any demand for or exercise any right with respect to the registration of any Shares or any security convertible into or exercisable or exchangeable for such Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent(s) and/or registrar against the transfer of the undersigned’s securities or Shares except in compliance with this Agreement. If (i) the Company issues an earnings release or material news, during the last 17 days of the Lock-Up Securities; Period, or (4ii) publicly disclose prior to the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any expiration of the Lock-Up Securities.Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Placement Agent waives such extension. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares, provided that the undersigned does not transfer the acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this letter agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Shares or any securities convertible into or exercisable or exchangeable for Shares within the Lock-Up Period). The undersigned understands that the Company and the Placement Agent are relying upon this letter agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal Placement Agents, successors and assigns. The undersigned understands that, if the Placement Agency Agreement is not executed by the Company, or if the Placement Agency Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of Shares to be sold thereunder this agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Placement Agency Agreement, the terms of which are subject to negotiation between the Company and the Placement Agent. Very truly yours, (Name): (Address)

Appears in 1 contract

Samples: Placement Agency Agreement (Greenpro Capital Corp.)

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, MingZhu Logistics Holdings Limited Dogness (International) Corporation By: Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: Name: Xxxxxxx Pxxxxxx Xx Title: President SCHEDULE I Issuer General Use Free Writing Prospectuses None. None Exhibit A Lock-Up Agreement _________________July 15, 2021 FT Global Capital, Inc. 0 5 Xxxxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxx, XX, 00000 Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) with MingZhu Logistics Holdings LimitedDogness (International) Corporation, a Cayman British Virgin Islands company (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including Ordinary Shares shares (the “Shares”) of the Company Company’s Class A common stock (the “Ordinary SharesCommon Stock”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 90 days six months after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary SharesCommon Stock, any securities convertible into or exercisable or exchangeable for Ordinary SharesCommon Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Appears in 1 contract

Samples: Placement Agency Agreement (Dogness (International) Corp)

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, MingZhu Logistics Holdings Limited By: CHINA NATURAL RESOURCES, INC. By:/s/ Xxxx Xxx On Xxxxxx Name: Xxxx Xxx On Xxxxxx Title: Chairman Confirmed as of the date first written above: January 20, 2021 FT GLOBAL CAPITAL, INC. By: /s/ Xxxxxxx Xx Name: Xxxxxxx Xx Title: President SCHEDULE I Issuer General Use Free Writing Prospectuses None. Exhibit A Lock-Up Agreement _________________, 2021 FT Global Capital, Inc. 0 Xxxxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxx, XX, 00000 Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) with MingZhu Logistics Holdings LimitedChina Natural Resources, Inc., a Cayman Islands BVI company (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including Ordinary Shares shares (the “Shares”) of the Company Company’s common stock (the “Ordinary SharesCommon Stock”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 90 days three months after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary SharesCommon Stock, any securities convertible into or exercisable or exchangeable for Ordinary SharesCommon Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Appears in 1 contract

Samples: Placement Agency Agreement (China Natural Resources Inc)

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, MingZhu Logistics Holdings Limited SENMIAO TECHNOLOGY LIMITED By: /s/ Xi Wen Name: Xi Wen Title: Chief Executive Officer Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: /s/ Pxxxxxx Xx Name: Xxxxxxx Pxxxxxx Xx Title: President SCHEDULE I Issuer General Use Free Writing Prospectuses None. Exhibit A Lock-Up Agreement _________________May 13, 2021 FT Global Capital, Inc. 0 5 Xxxxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxx, XX, 00000 Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) with MingZhu Logistics Holdings wit Senmiao Technology Limited, a Cayman Islands company Nevada corporation (the “Company”), providing for the public registered direct offering (the “Public Offering”) of securities of the Company, including Ordinary Shares shares (the “Shares”) of the Company Company’s common stock (the “Ordinary Common Stock”) and warrants to purchase Common Stock (collectively with the Shares, the Securities). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 90 180 days after the date of the final prospectus supplement (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary SharesCommon Stock, any securities convertible into or exercisable or exchangeable for Ordinary SharesCommon Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Appears in 1 contract

Samples: Placement Agency Agreement (Senmiao Technology LTD)

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, MingZhu Logistics Holdings Limited CBAK ENERGY TECHNOLOGY, INC By: Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: Name: Xxxxxxx Xx Title: President SCHEDULE I Issuer General Use Free Writing Prospectuses None. Exhibit A Lock-Up Agreement _________________February 8, 2021 FT Global Capital, Inc. 0 Xxxxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxx, XX, 00000 Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) with MingZhu Logistics Holdings LimitedCBAK Energy Technology, a Cayman Islands company Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including Ordinary Shares shares (the “Shares”) of the Company Company’s common stock (the “Ordinary SharesCommon Stock”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 90 30 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary SharesCommon Stock, any securities convertible into or exercisable or exchangeable for Ordinary SharesCommon Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Appears in 1 contract

Samples: Placement Agency Agreement (CBAK Energy Technology, Inc.)

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Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, MingZhu Logistics Holdings Limited ZW DATA ACTION TECHNOLOGIES, INC. By: :__________________________ Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: :__________________________ Name: Xxxxxxx Xx Title: President SCHEDULE I Issuer General Use Free Writing Prospectuses None. Exhibit A Lock-Up Agreement _________________February 16, 2021 FT Global Capital, Inc. 0 Xxxxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxx, XX, 00000 Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) with MingZhu Logistics Holdings LimitedZW Data Action Technologies, a Cayman Islands company Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including Ordinary Shares shares (the “Shares”) of the Company Company’s common stock (the “Ordinary SharesCommon Stock”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary SharesCommon Stock, any securities convertible into or exercisable or exchangeable for Ordinary SharesCommon Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Appears in 1 contract

Samples: Placement Agency Agreement (ZW Data Action Technologies Inc.)

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that If the foregoing correctly sets forth the is in accordance with your understanding reached by FT Global and the Company, and intending to be legally boundof our agreement, please sign in and return to the space provided belowCompany a counterpart hereof, whereupon this letter shall constitute instrument, along with all counterparts, will become a binding Agreement as of agreement between the date executedAgent and the Company in accordance with its terms. Very truly yours, MingZhu Logistics Holdings Limited By: Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITALNATIONAL HEALTH INVESTORS, INC. By: Name: Xxxxxxx Xx Title: President SCHEDULE I Issuer General Use Free Writing Prospectuses None. Exhibit CONFIRMED AND ACCEPTED, as of the date first above written: [ ] By: Name: Title: [Equity Distribution Agreement] EXHIBIT A Lock-Up Agreement _________________, 2021 FT Global Capital, Inc. 0 Xxxxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxx, XX, 00000 AttentionFORM OF PLACEMENT NOTICE From: President Ladies and [ ] Cc: [ ] To: [ ] Subject: Equity Distribution—Placement Notice Gentlemen: The undersigned understands that FT Global CapitalPursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between National Health Investors, Inc. (the “Placement AgentCompany”) proposes to enter into a Placement Agency Agreement and [ ] dated February 17, 2015 (the “Agreement”), I hereby request on behalf of the Company that [ ] sell up to [ ] of the Company’s common stock, par value $.01 per share, at a minimum market price of $ per share. [ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES THE SECURITIES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY [ ], AND/OR THE CAPACITY IN WHICH [ ] MAY ACT IN SELLING SECURITIES (AS PRINCIPAL, AGENT, OR BOTH)] EXHIBIT B AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES AND ACCEPTANCES National Health Investors, Inc: Xxxxxx Xxxxxxxx: xxxxxxxxx@xxxxxxx.xxx [ ] EXHIBIT C COMPENSATION The Agent shall be paid compensation up to 1.50% of the gross proceeds from the sales of Securities pursuant to the terms of this Agreement. EXHIBIT D SUBSIDIARIES NHI Subsidiary: State of Formation: NHI/REIT, Inc. Maryland Florida Holdings IV, LLC Delaware NHI/Xxxxxxxx, LLC Delaware NHI/Laurens, LLC Delaware Texas NHI Investors, LLC Texas NHI of Paris, LLC Delaware NHI of San Antonio, LLC Delaware NHI of East Houston, LLC Delaware NHI of Northwest Houston, LLC Delaware XXX XXXX of Alabama, L.P. (f/k/a NHI of Alabama, Ltd.) with MingZhu Logistics Holdings LimitedAlabama NHI-REIT of Arizona, Limited Partnership Arizona NHI-REIT of California, LP California NHI/REIT of Florida, L.P. (f/k/a NHI of Florida, Ltd.) Florida NHI-REIT of Florida, LLC Delaware NHI-REIT of Georgia, L.P. (f/k/a NHI of Georgia L.P.) Georgia NHI-REIT of Idaho, L.P. Idaho NHI of Kansas, L.P. Kansas NHI-REIT of Minnesota, LLC Delaware NHI-REIT of Missouri, LP (f/k/a NHI of Missouri, L.P.) Missouri NHI-REIT of Northeast, LLC Delaware NHI-REIT of New Jersey, L.P. New Jersey NHI-REIT of Pennsylvania, L.P. Pennsylvania NHI-REIT of South Carolina, L.P. (f/k/a NHI of South Carolina, L.P.) South Carolina NHI-REIT of Tennessee, LLC Tennessee NHI-REIT of Texas, L.P. Texas NHI-REIT of Virginia, L.P. (f/k/a NHI of Virginia, L.P.) Virginia XXX Xxxxx Properties, LLC Delaware NHI of Xxxxx, LLC Delaware NHI of Greenville, LLC Delaware NHI of North Houston, LLC Delaware NHI of West Houston, LLC Delaware NHI-REIT of Washington, LLC Delaware International Health Investors, Inc. Maryland NHI of Xxxx, LLC Delaware NHI-SS TRS, LLC Delaware NHI PropCo, LLC Delaware NHI-REIT of Oregon, LLC Delaware Exh. D-1 NHI-REIT of Wisconsin, LLC Delaware NHI-REIT of Ohio, LLC Delaware NHI-REIT of Maryland, LLC Delaware NHI-REIT of Next House, LLC Delaware XXX-Xxxxxxxx RE, LLC Delaware Myrtle Beach Retirement Residence, LLC Oregon Xxxxxxxx Retirement Residence, LLC Oregon Xxxxxxxx at Mission Springs I, L.L.C. Kansas Xxxxxxxx at Mission Springs II, L.L.C. Kansas Xxxxxxxx of Overland Park, L.L.C. Kansas Cedar Falls Xxxxxxxx Cottage, L.L.C. Kansas Cedar Falls Xxxxxxxx Cottage Opco, LLC Kansas Grand Island Xxxxxxxx Cottage, L.L.C. Kansas Grand Island Xxxxxxxx Cottage Opco, LLC Kansas Wabash Xxxxxxxx Cottage, L.L.C. Kansas Wabash Xxxxxxxx Cottage Opco, LLC Kansas Xxxxxxxx of Crown Point, LLC Kansas Xxxxxxxx Master II, L.L.C. Kansas Battle Creek Xxxxxxxx Cottage, L.L.C. Kansas Xxxxxxxx of Carmel, LLC Kansas Xxxxxxxx of Xxxxxxxxx, LLC Kansas Xxxxxxxx at Mission Springs Opco I, LLC Kansas Xxxxxxxx at Mission Springs Opco II, LLC Kansas Xxxxxxxx of Overland Park Opco LLC Kansas Xxxxxxx Xxxxxxxx Cottage, L.L.C. Kansas Iowa City Xxxxxxxx Cottage, L.L.C. Kansas Xxxxxxxxx Xxxxxxxx Cottage, L.L.C. Kansas Lansing Xxxxxxxx Cottage, L.L.C. Kansas Midland Xxxxxxxx Cottage, L.L.C. Kansas Peoria Xxxxxxxx Cottage, L.L.C. Kansas Saginaw Xxxxxxxx Cottage, L.L.C. Kansas Xxxxxxxx Master I, L.L.C. Kansas Care YBE Subsidiary LLC Delaware Xxxx Xxxxxxxx Cottage, L.L.C. Kansas Bourbonnais Xxxxxxxx House, L.L.C. Kansas Burlington Xxxxxxxx Cottage, L.L.C. Kansas Crawfordsville Xxxxxxxx Cottage, L.L.C. Kansas Ft. Dodge Xxxxxxxx Cottage, L.L.C. Kansas Lincoln Xxxxxxxx Cottage, L.L.C. Kansas Marshalltown Xxxxxxxx Cottage, L.L.C. Kansas Moline Xxxxxxxx Cottage, L.L.C. Kansas Muscatine Xxxxxxxx Cottage, L.L.C. Kansas Omaha II Xxxxxxxx Cottage, L.L.C. Kansas Xxxxxx Xxxxxxxx Cottage, L.L.C. Kansas Rockford Xxxxxxxx House, L.L.C. Kansas Springfield Xxxxxxxx House, L.L.C. Kansas Exh. X-0 Xxxxxxxxx Xxxxxxxx Xxxxxxx, L.L.C. Kansas JV Landlord-Battle Creek, LLC Delaware JV Landlord-Clinton, LLC Delaware JV Landlord-Iowa City, LLC Delaware JV Landlord-Lansing, LLC Delaware JV Landlord-Midland, LLC Delaware JV Landlord-Peoria II, LLC Delaware JV Landlord-Saginaw, LLC Delaware XX Xxxxxxxx Master Tenant, LLC Kansas JV Landlord-Middletown, LLC Delaware Xxxxxxxx of Middletown, LLC Kansas NHI-REIT of Seaside, LLC Delaware EXHIBIT E-1 FORM OF OPINION OF XXXXX LORD LLP EXHIBIT E-2 FORM OF OPINION OF XXXXXXX LLP EXHIBIT F OFFICER CERTIFICATE The undersigned, J. Xxxxxx Xxxxxxxx, the duly qualified and elected President and Chief Executive Officer of National Health Investors, Inc., a Cayman Islands company Maryland corporation (the “Company”), providing for the public offering (the “Public Offering”) of securities does hereby certify on behalf of the Company, including Ordinary Shares pursuant to Section 7(p) of the Equity Distribution Agreement dated February 17, 2015 (the “SharesAgreement”) of between the Company and [ ] (the “Ordinary Shares”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract that to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares, any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any knowledge of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.undersigned:

Appears in 1 contract

Samples: Equity Distribution Agreement (National Health Investors Inc)

Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that If the foregoing correctly sets forth the is in accordance with your understanding reached by FT Global and the Company, and intending to be legally boundof our agreement, please sign in and return to the space provided belowCompany a counterpart hereof, whereupon this letter shall constitute instrument, along with all counterparts, will become a binding Agreement as of agreement between the date executedAgent and the Company in accordance with its terms. Very truly yours, MingZhu Logistics Holdings Limited By: Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITALNATIONAL HEALTH INVESTORS, INC. By: Name: Xxxxxxx Xx Title: President SCHEDULE I Issuer General Use Free Writing Prospectuses None. Exhibit CONFIRMED AND ACCEPTED, as of the date first above written: [ ] By: Name: Title: EXHIBIT A Lock-Up Agreement _________________, 2021 FT Global Capital, Inc. 0 Xxxxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxx, XX, 00000 AttentionFORM OF PLACEMENT NOTICE From: President Ladies and [ ] Cc: [ ] To: [ ] Subject: Equity Distribution—Placement Notice Gentlemen: The undersigned understands that FT Global CapitalPursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between National Health Investors, Inc. (the “Placement AgentCompany”) proposes to enter into a Placement Agency Agreement and [ ] dated February 22, 2017 (the “Agreement”) with MingZhu Logistics ), I hereby request on behalf of the Company that [ ] sell up to [ ] of the Company’s common stock, par value $0.01 per share, at a minimum market price of $ per share. [ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES THE SECURITIES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY [ ], AND/OR THE CAPACITY IN WHICH [ ] MAY ACT IN SELLING SECURITIES (AS PRINCIPAL, AGENT, OR BOTH)] EXHIBIT B AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES AND ACCEPTANCES National Health Investors, Inc. Xxxx Xxxxxxxxxx Xxxxx Xxxxxxx Xxxx Xxxxx EXHIBIT C COMPENSATION The Agent shall be paid compensation up to 1.50% of the gross proceeds from the sales of Securities pursuant to the terms of this Agreement. EXHIBIT D SUBSIDIARIES NHI Subsidiary: State of Formation: Xxxxxxxx at Mission Springs I, L.L.C. Kansas Xxxxxxxx at Mission Springs II, L.L.C. Kansas Xxxxxxxx of Overland Park, L.L.C. Kansas Care YBE Subsidiary LLC Delaware Cedar Falls Xxxxxxxx Cottage, L.L.C. Kansas Florida Holdings LimitedIV, LLC Delaware Grand Island Xxxxxxxx Cottage, L.L.C. Kansas JV Landlord-Battle Creek, LLC Delaware JV Landlord-Clinton, LLC Delaware JV Landlord-Iowa City, LLC Delaware JV Landlord-Lansing, LLC Delaware JV Landlord-Middletown, LLC Delaware JV Landlord-Midland, LLC Delaware JV Landlord-Peoria II, LLC Delaware JV Landlord-Saginaw, LLC Delaware Myrtle Beach Retirement Residence, LLC Oregon NHI/Xxxxxxxx, LLC Delaware XXX-Xxxxxxxx RE, LLC Delaware NHI/Laurens, LLC Delaware NHI/REIT, Inc. MD XXX XXXX of Alabama, L.P. Alabama NHI-REIT of Arizona, Limited Partnership Arizona NHI-REIT of Axel, LLC Delaware NHI-REIT of Xxxxxxxx, LLC Delaware NHI-REIT of California, LP California NHI-REIT of Evergreen, LLC Delaware NHI-REIT of Florida, LLC Delaware NHI/REIT of Florida, L.P. Florida NHI-REIT of Georgia, L.P. Georgia NHI-REIT of Idaho, L.P. Idaho NHI-REIT of Maryland, LLC Delaware NHI-REIT of Michigan, LLC Delaware NHI-REIT of Minnesota, LLC Delaware NHI-REIT of Missouri, LP Missouri NHI-REIT of North Carolina, LLC Delaware NHI-REIT of Next House, LLC Delaware NHI-REIT of Northeast, LLC Delaware NHI-REIT of Ohio, LLC Delaware NHI-REIT of Oregon, LLC Delaware NHI-REIT of Seaside, LLC Delaware NHI-REIT of South Carolina, L.P. South Carolina NHI-REIT of Tennessee, LLC Tennessee NHI-REIT of TX-IL, LLC Delaware NHI-REIT of Virginia, L.P. Virginia NHI-REIT of Washington, LLC Delaware NHI-REIT of Wisconsin, LLC Delaware XXX Xxxxx Properties, LLC Delaware NHI-SS TRS, LLC Delaware Texas NHI Investors, LLC Texas Xxxxxxxx Retirement Residence, LLC Oregon Wabash Xxxxxxxx Cottage, L.L.C. Kansas EXHIBIT E-1 FORM OF OPINION OF DENTONS US LLP EXHIBIT E-2 FORM OF OPINION OF XXXXXXX LLP EXHIBIT F FORM OF OFFICER’S CERTIFICATE The undersigned, Xxxx Xxxxxxxxxx, the duly qualified and elected President and Chief Executive Officer of National Health Investors, Inc., a Cayman Islands company Maryland corporation (the “Company”), providing for the public offering (the “Public Offering”) of securities does hereby certify on behalf of the Company, including Ordinary Shares pursuant to Section 7(p) of the several Equity Distribution Agreements, all dated February 22, 2017 (the “Shares”) of the Company (the “Ordinary Shares”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up PeriodAgreements”), (1) offerbetween the Company and each of [ ], pledge[ ], sell[ ], contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares, any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition [ ] and [ ] (collectively, the “Lock-Up Securities”Placement Agents” ); (2) enter into any swap or other arrangement , that transfers to another, in whole or in part, any the knowledge of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.undersigned:

Appears in 1 contract

Samples: Equity Distribution Agreement (National Health Investors Inc)

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. Placement Agent Agreement – Signature Page In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global Xxxxxx and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, MingZhu Logistics Holdings Limited CESCA THERAPEUTICS INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Confirmed Chief Operating Officer Agreed and accepted as of the date first written above: FT GLOBAL CAPITALabove written. XXXXXX XXXXX SECURITIES, INC. By: /s/ Xxxxxx X. Hands Name: Xxxxxxx Xx Xxxxxx X. Hands Title: President SCHEDULE I Issuer General Use Free Writing Prospectuses None. Exhibit A Lock-Up Agreement _________________, 2021 FT Global Capital2017 Xxxxxx Xxxxx Securities, Inc. 0 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxxx, 0xx Xxxxx 0000 XxxxxxxXxxx Xxxxx, XX, XX 00000 Attention: President Ladies and Gentlemen: The undersigned understands that FT Global CapitalXxxxxx Xxxxx Securities, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) with MingZhu Logistics Holdings LimitedCesca Therapeutics Inc., a Cayman Islands company Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including Ordinary Shares shares (the “Shares”) of the Company Company’s common stock, par value $0.001 per share (the “Ordinary SharesCommon Stock”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 90 60 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grantgrant any option or contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary SharesCommon Stock, any securities convertible into or exercisable or exchangeable for Ordinary SharesCommon Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement described in clause (1) or (2) relating to any Lock-Up Securities.

Appears in 1 contract

Samples: Placement Agency Agreement (Cesca Therapeutics Inc.)

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global Global, Valuable and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, MingZhu Logistics Holdings Limited CANAAN INC. By: /s/ Nangeng Zhang Name: Nangeng Zhang Title: Chief Executive Officer Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: /s/ Xxxxxxx Xx Name: Xxxxxxx Xx Title: President VALUABLE CAPITAL LIMITED By: /s/ He Zheng Name: He Zheng Title: Managing Director SCHEDULE I Issuer General Use Free Writing Prospectuses None. Exhibit A Lock-Up Agreement _________________April 29, 2021 FT Global Capital, Inc. 0 Xxxxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxx, XX, 00000 Attention: President Valuable Capital Limited Valuable Capital Limited Room 2807-09, 28th Floor China Merchants Tower, Shun Tak Centre 000-000 Xxxxxxxxx Xxxx Xxxxxxx, Xxxx Xxxx Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. and Valuable Capital Limited (the “Placement AgentAgents”) proposes propose to enter into a Placement Agency Agreement (the “Agreement”) with MingZhu Logistics Holdings LimitedCanaan, Inc., a Cayman Islands company (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including Ordinary Shares American depository shares (“ADSs”), each represented by fifteen Class A ordinary shares (the “Shares”) of the Company (the “Ordinary Shares”). To induce the Placement Agent Agents to continue its their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement AgentAgents, the undersigned will not, during the period commencing on the date hereof and ending 90 days six months after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary SharesADSs, any securities convertible into or exercisable or exchangeable for Ordinary SharesADSs, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Appears in 1 contract

Samples: Placement Agency Agreement (Canaan Inc.)

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