Common use of Blocker Clause in Contracts

Blocker. Notwithstanding anything to the contrary contained herein, PublicCo shall not deliver Exchange Shares issued in exchange of Purchased Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Purchased Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer’s signature page attached hereto (the “Maximum Percentage”) of the number of PublicCo Ordinary Shares outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of PublicCo Ordinary Shares beneficially owned by such Buyer and the other Attribution Parties shall include the number of PublicCo Ordinary Shares (including, without limitation, any PublicCo Ordinary Shares underlying the ADSs) held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Purchased Shares delivered to such Buyer pursuant to Section 1 hereof with respect to which the determination of such sentence is being made, but shall exclude the number of PublicCo Ordinary Shares (including, for the avoidance of doubt, any PublicCo Ordinary Shares underlying the ADSs) which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of PublicCo beneficially owned by such Buyer or any of the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 1(c)(v), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of determining the number of outstanding PublicCo Ordinary Shares that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding PublicCo Ordinary Shares as reflected in (1) PublicCo’s most recent Annual Report on Form 20-F, Report of Foreign Issuer on Form 6-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by PublicCo or (3) any other written notice by PublicCo or the Transfer Agent setting forth the number of PublicCo Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If PublicCo receives a Capacity Notice from such Buyer at a time when the actual number of outstanding PublicCo Ordinary Shares is less than the Reported Outstanding Share Number, PublicCo shall promptly notify the Buyers in writing of the number of PublicCo Ordinary Shares then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s beneficial ownership, as determined pursuant to this Section 1(c)(v), to exceed the Maximum Percentage, such Buyer must notify PublicCo of a reduced number of Exchange Shares issued in exchange of Purchased Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, PublicCo shall within one (1) Business Day (as defined below) confirm in writing or by electronic mail to such Buyer the number of PublicCo Ordinary Shares then outstanding. In any case, the number of outstanding PublicCo Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of PublicCo, including the Warrants held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Purchased Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding PublicCo Ordinary Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer’s right to receive Exchange Shares issued in exchange of Purchased Shares is limited, in whole or in part, by this Section 1(c)(v), all such Exchange Shares issued in exchange of Purchased Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time as such Buyer notifies PublicCo that its right thereto would not result in such Buyer exceeding the Maximum Percentage and PublicCo shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Purchased Shares. Upon delivery of a written notice to PublicCo, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to PublicCo and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Purchased Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor of such Buyer. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, PublicCo the Company shall not deliver Exchange Shares issued in exchange of Purchased issue Adjustment Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Purchased Adjustment Shares, and any such delivery issuance shall be null and void and treated as if never made, to the extent that after giving effect to such deliveryissuance, such Buyer (together with its other Attribution Parties (as defined in the Warrantssuch Buyer's Affiliates) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer’s signature page attached hereto 4.99% (the “"Maximum Percentage”") of the number of PublicCo Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such deliveryissuance. For purposes of the foregoing sentence, the aggregate number of PublicCo Ordinary Shares shares of Common Stock beneficially owned by such Buyer and the other Attribution Parties its Affiliates shall include the number of PublicCo Ordinary Shares (including, without limitation, any PublicCo Ordinary Shares underlying the ADSs) held by such Buyer and all other Attribution Parties plus the number shares of Exchange Shares issued in exchange of Purchased Shares delivered to such Buyer Common Stock issuable pursuant to Section 1 1(b) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of PublicCo Ordinary Shares (including, for the avoidance shares of doubt, any PublicCo Ordinary Shares underlying the ADSs) Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of PublicCo the Company beneficially owned by such Buyer or any of the other Attribution Parties its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For Except as set forth in the preceding sentence, for purposes of this Section 1(c)(v)paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"). For purposes of determining the number of outstanding PublicCo Ordinary Shares that the Buyers may receive without exceeding the Maximum Percentageshares of Common Stock, the Buyers may rely on the number of outstanding PublicCo Ordinary Shares shares of Common Stock as reflected in (1) PublicCo’s the Company's most recent Annual Report on Form 2010-FK, Report of Foreign Issuer on Form 610-Q, Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by PublicCo the Company or (3) any other written notice by PublicCo the Company or the Transfer Agent Company's transfer agent setting forth the number of PublicCo Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If PublicCo receives a Capacity Notice from such Buyer at a time when the actual number shares of outstanding PublicCo Ordinary Shares is less than the Reported Outstanding Share Number, PublicCo shall promptly notify the Buyers in writing of the number of PublicCo Ordinary Shares then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s beneficial ownership, as determined pursuant to this Section 1(c)(v), to exceed the Maximum Percentage, such Buyer must notify PublicCo of a reduced number of Exchange Shares issued in exchange of Purchased Shares to be delivered pursuant to such Capacity NoticeCommon Stock outstanding. For any reason at any time, upon the written or oral request of a Buyer, PublicCo the Company shall within one (1) Business Day (as defined below) confirm orally and in writing or by electronic mail to such Buyer the number of PublicCo Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding PublicCo Ordinary Shares shares of Common Stock shall be determined after giving effect to the issuance of the Adjustment Shares and the conversion or exercise of securities of PublicCothe Company, including the Warrants Warrants, held by each Buyer and the other Attribution Parties its Affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the delivery of Exchange Shares issued in exchange of Purchased Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding PublicCo Ordinary Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer’s right to receive Exchange Shares issued in exchange of Purchased Shares is limited, in whole or in part, by this Section 1(c)(v), all such Exchange Shares issued in exchange of Purchased Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time as such Buyer notifies PublicCo that its right thereto would not result in such Buyer exceeding the Maximum Percentage and PublicCo shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Purchased Shares. Upon delivery of a By written notice to PublicCothe Company, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to PublicCo the Company and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Purchased Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 ActBuyers. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v) to the extent necessary paragraph to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 1(c)(v) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained If a Buyer's right to receive Adjustment Shares is limited, in whole or in part, by this paragraph may not Section, all such Adjustment Shares that are so limited shall be waived and shall apply to a successor held in abeyance for the benefit of such BuyerBuyer by the Company until such time, if ever, as the Buyer notifies the Company that its right thereto would not result in such Buyer exceeding the Maximum Percentage. As used herein, “"Business Day” " means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, PublicCo Rexahn shall not deliver Exchange Shares issued in exchange of Purchased Additional Common Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Purchased Additional Common Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer’s signature page attached hereto (the “Maximum Percentage”) of the number of PublicCo Ordinary Shares shares of Rexahn Common Stock outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of PublicCo Ordinary Shares shares of Rexahn Common Stock beneficially owned by such Buyer and the other Attribution Parties shall include the number of PublicCo Ordinary Shares (including, without limitation, any PublicCo Ordinary Shares underlying the ADSs) shares of Rexahn Common Stock held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Purchased Additional Common Shares delivered to such Buyer pursuant to Section 1 1(c) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of PublicCo Ordinary Shares (including, for the avoidance shares of doubt, any PublicCo Ordinary Shares underlying the ADSs) Rexahn Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of PublicCo Rexahn beneficially owned by such Buyer or any of the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 1(c)(v1(c)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of determining the number of outstanding PublicCo Ordinary Shares shares of Rexahn Common Stock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding PublicCo Ordinary Shares shares of Rexahn Common Stock as reflected in (1) PublicCoRexahn’s most recent Annual Report on Form 2010-FK, Quarterly Report of Foreign Issuer on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by PublicCo Rexahn or (3) any other written notice by PublicCo Rexahn or the Transfer Agent setting forth the number of PublicCo Ordinary Shares shares of Rexahn Common Stock outstanding (the “Reported Outstanding Share Number”). If PublicCo Rexahn receives a Capacity Notice from such Buyer at a time when the actual number of outstanding PublicCo Ordinary Shares shares of Rexahn Common Stock is less than the Reported Outstanding Share Number, PublicCo Rexahn shall promptly notify the Buyers in writing of the number of PublicCo Ordinary Shares shares of Rexahn Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s beneficial ownership, as determined pursuant to this Section 1(c)(v1(c)(iv), to exceed the Maximum Percentage, such Buyer must notify PublicCo Rexahn of a reduced number of Exchange Shares issued in exchange of Purchased Additional Common Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, PublicCo Rexahn shall within one (1) Business Day (as defined below) confirm in writing or by electronic mail to such Buyer the number of PublicCo Ordinary Shares shares of Rexahn Common Stock then outstanding. In any case, the number of outstanding PublicCo Ordinary Shares shares of Rexahn Common Stock shall be determined after giving effect to the conversion or exercise of securities of PublicCoRexahn, including the Warrants held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Purchased Additional Common Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding PublicCo Ordinary Shares shares of Rexahn Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer’s right to receive Exchange Shares issued in exchange of Purchased Additional Common Shares is limited, in whole or in part, by this Section 1(c)(v1(c)(iv), all such Exchange Shares issued in exchange of Purchased Additional Common Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time as such Buyer notifies PublicCo Rexahn that its right thereto would not result in such Buyer exceeding the Maximum Percentage and PublicCo Rexahn shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Purchased Additional Common Shares. Upon delivery of a written notice to PublicCoRexahn, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to PublicCo Rexahn and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Purchased Additional Common Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v1(c)(iv) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v1(c)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor of such Buyer. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, PublicCo the Company shall not deliver Exchange Shares issued in exchange of Purchased issue Adjustment Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Purchased Adjustment Shares, and any such delivery issuance shall be null and void and treated as if never made, to the extent that after giving effect to such deliveryissuance, such Buyer (together with its other Attribution Parties (as defined in the Warrantssuch Buyer’s Affiliates) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer’s signature page attached hereto 9.99% (the “Maximum Percentage”) of the number of PublicCo Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such deliveryissuance. For purposes of the foregoing sentence, the aggregate number of PublicCo Ordinary Shares shares of Common Stock beneficially owned by such Buyer and the other Attribution Parties its Affiliates shall include the number of PublicCo Ordinary Shares (including, without limitation, any PublicCo Ordinary Shares underlying the ADSs) held by such Buyer and all other Attribution Parties plus the number shares of Exchange Shares issued in exchange of Purchased Shares delivered to such Buyer Common Stock issuable pursuant to Section 1 1(b) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of PublicCo Ordinary Shares (including, for the avoidance shares of doubt, any PublicCo Ordinary Shares underlying the ADSs) Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of PublicCo the Company beneficially owned by such Buyer or any of the other Attribution Parties its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For Except as set forth in the preceding sentence, for purposes of this Section 1(c)(v)paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of determining the number of outstanding PublicCo Ordinary Shares that the Buyers may receive without exceeding the Maximum Percentageshares of Common Stock, the Buyers may rely on the number of outstanding PublicCo Ordinary Shares shares of Common Stock as reflected in (1) PublicCothe Company’s most recent Annual Report on Form 2010-FK, Report of Foreign Issuer on Form 610-Q, Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by PublicCo the Company or (3) any other written notice by PublicCo the Company or the Transfer Agent Company’s transfer agent setting forth the number of PublicCo Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If PublicCo receives a Capacity Notice from such Buyer at a time when the actual number shares of outstanding PublicCo Ordinary Shares is less than the Reported Outstanding Share Number, PublicCo shall promptly notify the Buyers in writing of the number of PublicCo Ordinary Shares then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s beneficial ownership, as determined pursuant to this Section 1(c)(v), to exceed the Maximum Percentage, such Buyer must notify PublicCo of a reduced number of Exchange Shares issued in exchange of Purchased Shares to be delivered pursuant to such Capacity NoticeCommon Stock outstanding. For any reason at any time, upon the written or oral request of a Buyer, PublicCo the Company shall within one (1) Business Day (as defined below) confirm orally and in writing or by electronic mail to such Buyer the number of PublicCo Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding PublicCo Ordinary Shares shares of Common Stock shall be determined after giving effect to the issuance of the Adjustment Shares and the conversion or exercise of securities of PublicCothe Company, including the Warrants Warrants, held by each Buyer and the other Attribution Parties its Affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the delivery of Exchange Shares issued in exchange of Purchased Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding PublicCo Ordinary Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer’s right to receive Exchange Shares issued in exchange of Purchased Shares is limited, in whole or in part, by this Section 1(c)(v), all such Exchange Shares issued in exchange of Purchased Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time as such Buyer notifies PublicCo that its right thereto would not result in such Buyer exceeding the Maximum Percentage and PublicCo shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Purchased Shares. Upon delivery of a By written notice to PublicCothe Company, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to PublicCo and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Purchased Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor of such Buyer. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.notice

Blocker. Notwithstanding anything to the contrary contained herein, PublicCo shall not deliver Exchange Shares issued in exchange of Purchased Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Purchased Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer’s 's signature page attached hereto (the “"Maximum Percentage”") of the number of shares of PublicCo Ordinary Shares Common Stock outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of shares of PublicCo Ordinary Shares Common Stock beneficially owned by such Buyer and the other Attribution Parties shall include the number of shares of PublicCo Ordinary Shares (including, without limitation, any PublicCo Ordinary Shares underlying the ADSs) Common Stock held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Purchased Shares delivered to such Buyer pursuant to Section 1 hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of PublicCo Ordinary Shares (including, for the avoidance of doubt, any PublicCo Ordinary Shares underlying the ADSs) Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of PublicCo beneficially owned by such Buyer or any of the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 1(c)(v), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"). For purposes of determining the number of outstanding shares of PublicCo Ordinary Shares Common Stock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of PublicCo Ordinary Shares Common Stock as reflected in (1) PublicCo’s 's most recent Annual Report on Form 2010-FK, Quarterly Report of Foreign Issuer on Form 610-K Q or other public filing with the SEC, as the case may be, (2) a more recent public announcement by PublicCo or (3) any other written notice by PublicCo or the Transfer Agent setting forth the number of shares of PublicCo Ordinary Shares Common Stock outstanding (the “"Reported Outstanding Share Number”"). If PublicCo receives a Capacity Notice from such Buyer at a time when the actual number of outstanding shares of PublicCo Ordinary Shares Common Stock is less than the Reported Outstanding Share Number, PublicCo shall promptly notify the Buyers in writing of the number of shares of PublicCo Ordinary Shares Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s 's beneficial ownership, as determined pursuant to this Section 1(c)(v), to exceed the Maximum Percentage, such Buyer must notify PublicCo of a reduced number of Exchange Shares issued in exchange of Purchased Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, PublicCo shall within one (1) Business Day (as defined below) confirm in writing or by electronic mail to such Buyer the number of shares of PublicCo Ordinary Shares Common Stock then outstanding. In any case, the number of outstanding shares of PublicCo Ordinary Shares Common Stock shall be determined after giving effect to the conversion or exercise of securities of PublicCo, including the Warrants held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Purchased Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of PublicCo Ordinary Shares Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer’s 's and the other Attribution Parties’ ' aggregate beneficial ownership exceeds the Maximum Percentage (the “"Excess Shares”") shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer’s 's right to receive Exchange Shares issued in exchange of Purchased Shares is limited, in whole or in part, by this Section 1(c)(v), all such Exchange Shares issued in exchange of Purchased Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time as such Buyer notifies PublicCo that its right thereto would not result in such Buyer exceeding the Maximum Percentage and PublicCo shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Purchased Shares. Upon delivery of a written notice to PublicCo, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to PublicCo and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Purchased Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor of such Buyer. As used herein, “"Business Day” " means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “"stay at home”", “"shelter-in-place”", “"non-essential employee” " or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, PublicCo Seneca shall not deliver Exchange Shares issued in exchange of Purchased Preferred Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Purchased Preferred Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer’s 's signature page attached hereto (the “"Maximum Percentage”") of the number of PublicCo Ordinary Shares shares of Seneca Common Stock outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of PublicCo Ordinary Shares shares of Seneca Common Stock beneficially owned by such Buyer and the other Attribution Parties shall include the number of PublicCo Ordinary Shares (including, without limitation, any PublicCo Ordinary Shares underlying the ADSs) shares of Seneca Common Stock held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Purchased Preferred Shares delivered to such Buyer pursuant to Section 1 hereof 1hereof with respect to which the determination of such sentence is being made, but shall exclude the number of PublicCo Ordinary Shares (including, for the avoidance shares of doubt, any PublicCo Ordinary Shares underlying the ADSs) Seneca Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of PublicCo Seneca beneficially owned by such Buyer or any of the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 1(c)(v), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"). For purposes of determining the number of outstanding PublicCo Ordinary Shares shares of Seneca Common Stock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding PublicCo Ordinary Shares shares of Seneca Common Stock as reflected in (1) PublicCo’s Seneca's most recent Annual Report on Form 2010-FK, Quarterly Report of Foreign Issuer on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by PublicCo Seneca or (3) any other written notice by PublicCo Seneca or the Transfer Agent setting forth the number of PublicCo Ordinary Shares shares of Seneca Common Stock outstanding (the “"Reported Outstanding Share Number”"). If PublicCo Seneca receives a Capacity Notice from such Buyer at a time when the actual number of outstanding PublicCo Ordinary Shares shares of Seneca Common Stock is less than the Reported Outstanding Share Number, PublicCo Seneca shall promptly notify the Buyers in writing of the number of PublicCo Ordinary Shares shares of Seneca Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s 's beneficial ownership, as determined pursuant to this Section 1(c)(v), to exceed the Maximum Percentage, such Buyer must notify PublicCo Seneca of a reduced number of Exchange Shares issued in exchange of Purchased Preferred Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, PublicCo Seneca shall within one (1) Business Day (as defined below) confirm in writing or by electronic mail to such Buyer the number of PublicCo Ordinary Shares shares of Seneca Common Stock then outstanding. In any case, the number of outstanding PublicCo Ordinary Shares shares of Seneca Common Stock shall be determined after giving effect to the conversion or exercise of securities of PublicCoSeneca, including the Warrants held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Purchased Preferred Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding PublicCo Ordinary Shares shares of Seneca Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer’s 's and the other Attribution Parties’ ' aggregate beneficial ownership exceeds the Maximum Percentage (the “"Excess Shares”") shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer’s 's right to receive Exchange Shares issued in exchange of Purchased Preferred Shares is limited, in whole or in part, by this Section 1(c)(v), all such Exchange Shares issued in exchange of Purchased Preferred Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time as such Buyer notifies PublicCo Seneca that its right thereto would not result in such Buyer exceeding the Maximum Percentage and PublicCo Seneca shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Purchased Preferred Shares. Upon delivery of a written notice to PublicCoSeneca, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to PublicCo Seneca and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Purchased Preferred Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor of such Buyer. As used herein, “"Business Day” " means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “"stay at home”", “"shelter-in-place”", “"non-essential employee” " or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, PublicCo The Investor shall not deliver Exchange Shares issued in exchange of Purchased Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange convert any portion of Purchased Sharesthe Notes, and any such delivery shall be null and void and treated as if never madepursuant to Section 4(a) thereof or otherwise, to the extent that after giving effect to such deliveryconversion, such Buyer Investor (together with its other Attribution Parties (the Investor’s affiliates), as defined in set forth on the Warrants) applicable Notice of Conversion, would beneficially own in excess of such percentage corresponding to the checked box on such Buyer’s signature page attached hereto (the “Maximum Percentage”) 9.99% of the number of PublicCo Ordinary Shares shares of the Common Stock outstanding immediately after giving effect to such deliveryconversion (the “Blocker”). For purposes of the foregoing sentence, the aggregate number of PublicCo Ordinary Shares shares of Common Stock beneficially owned by such Buyer the Investor and the other Attribution Parties its affiliates shall include the number of PublicCo Ordinary Shares (including, without limitation, any PublicCo Ordinary Shares underlying shares of Common Stock issuable upon conversion of the ADSs) held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Purchased Shares delivered to such Buyer pursuant to Section 1 hereof Notes with respect to which the determination of such sentence is being made, but shall exclude the number of PublicCo Ordinary Shares (including, for the avoidance shares of doubt, any PublicCo Ordinary Shares underlying the ADSs) Common Stock which would be issuable upon (iA) exercise conversion of the remaining, unexercised nonconverted portion of the Warrants Notes beneficially owned by such Buyer the Investor or any of the other Attribution Parties its affiliates which include a similar Blocker and (iiB) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of PublicCo beneficially owned by such Buyer or any of the other Attribution Parties Lxxxx (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Notes) subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by the Investor or any of its affiliates. For Except as set forth in the preceding sentence, for purposes of this Section 1(c)(v)8.17, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act Act. To the extent that the limitation contained in this section applies, the determination of 1934whether the Notes are convertible (in relation to other securities owned by the Investor) and of which a portion of the Notes is convertible shall be in the sole discretion of such Investor. To ensure compliance with this restriction, as amended (the “1934 Act”)Investor will be deemed to represent to Lxxxx each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and Lxxxx shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 8.17, in determining the number of outstanding PublicCo Ordinary Shares that the Buyers may receive without exceeding the Maximum Percentageshares of Common Stock, the Buyers Investor may rely on the number of outstanding PublicCo Ordinary Shares shares of Common Stock as reflected in (1x) PublicCo’s Lxxxx’x most recent Annual Report on Form 2010-F, Report of Foreign Issuer on Q or Form 610-K (or other public filing with the SECsuch related form), as the case may be, (2y) a more recent public announcement by PublicCo Lxxxx or (3z) any other written notice by PublicCo Lxxxx or the Transfer Agent Lxxxx’x transfer agent setting forth the number of PublicCo Ordinary Shares outstanding (the “Reported Outstanding Share Number”)shares of Common Stock outstanding. If PublicCo receives a Capacity Notice from such Buyer at a time when the actual number of outstanding PublicCo Ordinary Shares is less than the Reported Outstanding Share Number, PublicCo shall promptly notify the Buyers in writing of the number of PublicCo Ordinary Shares then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s beneficial ownership, as determined pursuant to this Section 1(c)(v), to exceed the Maximum Percentage, such Buyer must notify PublicCo of a reduced number of Exchange Shares issued in exchange of Purchased Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon Upon the written or oral request of a Buyerthe Investor, PublicCo Lxxxx shall within one (1) two Business Day (as defined below) Days confirm orally and in writing or by electronic mail to such Buyer the Investor the number of PublicCo Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding PublicCo Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of PublicCoLxxxx, including the Warrants held Notes, by each Buyer and the other Attribution Parties Investor or its affiliates since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Purchased Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding PublicCo Ordinary Shares (as determined under Section 13(d) shares of the 1934 Act), the number of shares so delivered by which such Buyer’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer’s right to receive Exchange Shares issued in exchange of Purchased Shares is limited, in whole or in part, by this Section 1(c)(v), all such Exchange Shares issued in exchange of Purchased Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time as such Buyer notifies PublicCo that its right thereto would not result in such Buyer exceeding the Maximum Percentage and PublicCo shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Purchased Shares. Upon delivery of a written notice to PublicCo, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to PublicCo and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Purchased Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 ActCommon Stock was reported. The provisions of this paragraph shall Section 8.17 may be construed waived by the Investor upon, at the election of the Investor, not less than 61 days’ prior written notice to Lxxxx, and implemented in a manner otherwise than in strict conformity with the terms provisions of this Section 1(c)(v8.17 shall continue to apply until such 61st day (or such later date, as determined by the Investor, as may be specified in such notice of waiver). The foregoing provision shall be treated as if a provision of the Notes.” (h) Effective as of the Effective Date, the following sections of the Line of Credit shall be removed from the Line of Credit in their entirety (or confirmed removed if previously removed or waived by a prior amendment to the extent necessary to correct this paragraph or any portion Line of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Credit) and replaced by “[Intentionally Removed]”: Section 1(c)(v) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived 1.1(h), Section 6.1(d), Section 6.2(a), Section 7.9, Section 7.10, Section 7.11 and shall apply to a successor of such Buyer. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such daySection 7.12.

Blocker. Notwithstanding anything to the contrary contained herein, PublicCo The Company agrees that it shall not deliver Exchange Shares issued in exchange effect any conversion of Purchased Sharesthe Notes, and no Buyer the Investor shall not have the right to receive Exchange Shares issued in exchange convert any portion of Purchased Sharesthe Notes, and any such delivery shall be null and void and treated as if never madepursuant to Section 4(a) or otherwise, to the extent that after giving effect to such deliveryconversion, such Buyer Investor (together with its other Attribution Parties (the Investor’s affiliates), as defined in set forth on the Warrants) applicable Notice of Conversion, would beneficially own in excess of such percentage corresponding to the checked box on such Buyer’s signature page attached hereto (the “Maximum Percentage”) 9.99% of the number of PublicCo Ordinary Shares shares of the Common Stock outstanding immediately after giving effect to such deliveryconversion. For purposes of the foregoing sentence, the aggregate number of PublicCo Ordinary Shares shares of Common Stock beneficially owned by such Buyer the Investor and the other Attribution Parties its affiliates shall include the number of PublicCo Ordinary Shares (including, without limitation, any PublicCo Ordinary Shares underlying shares of Common Stock issuable upon conversion of the ADSs) held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Purchased Shares delivered to such Buyer pursuant to Section 1 hereof Notes with respect to which the determination of such sentence is being made, but shall exclude the number of PublicCo Ordinary Shares (including, for the avoidance shares of doubt, any PublicCo Ordinary Shares underlying the ADSs) Common Stock which would be issuable upon (iA) exercise conversion of the remaining, unexercised nonconverted portion of the Warrants Notes beneficially owned by such Buyer the Investor or any of the other Attribution Parties its affiliates and (iiB) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of PublicCo beneficially owned by such Buyer or any of the other Attribution Parties Company (including, without limitation, any convertible notes or convertible preferred stock or warrantsother Notes) subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by the Investor or any of its affiliates. For Except as set forth in the preceding sentence, for purposes of this Section 1(c)(v)8.17, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act Act. To the extent that the limitation contained in this section applies, the determination of 1934whether the Notes are convertible (in relation to other securities owned by the Investor) and of which a portion of the Notes is convertible shall be in the sole discretion of such Investor. To ensure compliance with this restriction, as amended (the “1934 Act”)Investor will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 8.17, in determining the number of outstanding PublicCo Ordinary Shares that the Buyers may receive without exceeding the Maximum Percentageshares of Common Stock, the Buyers Investor may rely on the number of outstanding PublicCo Ordinary Shares shares of Common Stock as reflected in (1x) PublicCothe Company’s most recent Annual Report on Form 2010-F, Report of Foreign Issuer on Q or Form 610-K (or other public filing with the SECsuch related form), as the case may be, (2y) a more recent public announcement by PublicCo the Company or (3z) any other written notice by PublicCo the Company or the Transfer Agent Company’s transfer agent setting forth the number of PublicCo Ordinary Shares outstanding (the “Reported Outstanding Share Number”)shares of Common Stock outstanding. If PublicCo receives a Capacity Notice from such Buyer at a time when the actual number of outstanding PublicCo Ordinary Shares is less than the Reported Outstanding Share Number, PublicCo shall promptly notify the Buyers in writing of the number of PublicCo Ordinary Shares then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s beneficial ownership, as determined pursuant to this Section 1(c)(v), to exceed the Maximum Percentage, such Buyer must notify PublicCo of a reduced number of Exchange Shares issued in exchange of Purchased Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon Upon the written or oral request of a Buyerthe Investor, PublicCo the Company shall within one (1) Business Day (as defined below) two Trading Days confirm orally and in writing or by electronic mail to such Buyer the Assignee the number of PublicCo Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding PublicCo Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of PublicCothe Company, including the Warrants held Notes, by each Buyer and the other Attribution Parties Investor or its affiliates since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Purchased Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding PublicCo Ordinary Shares (as determined under Section 13(d) shares of the 1934 Act), the number of shares so delivered by which such Buyer’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer’s right to receive Exchange Shares issued in exchange of Purchased Shares is limited, in whole or in part, by this Section 1(c)(v), all such Exchange Shares issued in exchange of Purchased Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time as such Buyer notifies PublicCo that its right thereto would not result in such Buyer exceeding the Maximum Percentage and PublicCo shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Purchased Shares. Upon delivery of a written notice to PublicCo, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to PublicCo and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Purchased Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 ActCommon Stock was reported. The provisions of this paragraph shall Section 8.17 may be construed waived by the Investor upon, at the election of the Investor, not less than 61 days’ prior notice to the Company, and implemented in a manner otherwise than in strict conformity with the terms provisions of this Section 1(c)(v4(d) shall continue to apply until such 61st day (or such later date, as determined by the extent necessary to correct this paragraph or any portion of this paragraph which Investor, as may be defective or inconsistent with the intended beneficial ownership limitation contained specified in this Section 1(c)(v) or to make changes or supplements necessary or desirable to properly give effect to such limitationnotice of waiver). The limitation contained in this paragraph may not forgoing provision shall be waived and shall apply to treated as if a successor provision of such Buyer. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such dayNotes.

Blocker. Notwithstanding anything to the contrary contained herein, PublicCo the Company shall not deliver Exchange Shares issued in exchange of Purchased issue Adjustment Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Purchased Adjustment Shares, and any such delivery issuance shall be null and void and treated as if never made, to the extent that after giving effect to such deliveryissuance, such Buyer (together with its other Attribution Parties (as defined in the Warrantssuch Buyer’s affiliates) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer’s signature page attached hereto 9.99% (the “Maximum Percentage”) of the number of PublicCo Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such deliveryissuance. For purposes of the foregoing sentence, the aggregate number of PublicCo Ordinary Shares shares of Common Stock beneficially owned by such Buyer and the other Attribution Parties its affiliates shall include the number of PublicCo Ordinary Shares (including, without limitation, any PublicCo Ordinary Shares underlying the ADSs) held by such Buyer and all other Attribution Parties plus the number shares of Exchange Shares issued in exchange of Purchased Shares delivered to such Buyer Common Stock issuable pursuant to Section 1 1(b) hereof with respect to which the determination of such sentence is being made, but shall exclude the number shares of PublicCo Ordinary Shares (including, for the avoidance of doubt, any PublicCo Ordinary Shares underlying the ADSs) Common Stock which would be issuable upon (i) exercise exercise, as applicable, of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of PublicCo the Company beneficially owned by such Buyer or any of the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) and its affiliates subject to a limitation on conversion or exercise analogous to the limitation contained herein. For Except as set forth in the preceding sentence, for purposes of this Section 1(c)(v)paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of determining the number of outstanding PublicCo Ordinary Shares that the Buyers may receive without exceeding the Maximum Percentageshares of Common Stock, the Buyers may rely on the number of outstanding PublicCo Ordinary Shares shares of Common Stock as reflected in (1) PublicCothe Company’s most recent Annual Form 10-K, Form 10-Q, Current Report on Form 20-F, Report of Foreign Issuer on Form 68-K or other public filing with the SECSecurities and Exchange Commission, as the case may be, (2) a more recent public announcement by PublicCo the Company or (3) any other written notice by PublicCo the Company or the Transfer Agent Company’s transfer agent setting forth the number of PublicCo Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If PublicCo receives a Capacity Notice from such Buyer at a time when the actual number shares of outstanding PublicCo Ordinary Shares is less than the Reported Outstanding Share Number, PublicCo shall promptly notify the Buyers in writing of the number of PublicCo Ordinary Shares then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s beneficial ownership, as determined pursuant to this Section 1(c)(v), to exceed the Maximum Percentage, such Buyer must notify PublicCo of a reduced number of Exchange Shares issued in exchange of Purchased Shares to be delivered pursuant to such Capacity NoticeCommon Stock outstanding. For any reason at any time, upon the written or oral request of a Buyer, PublicCo the Company shall within one (1) Business Day (as defined below) business day confirm orally and in writing or by electronic mail to such Buyer the number of PublicCo Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding PublicCo Ordinary Shares shares of Common Stock shall be determined after giving effect to the issuance of the Adjustment Shares and the conversion or exercise of securities of PublicCothe Company, including the Warrants Warrants, held by each Buyer and the other Attribution Parties its affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the delivery of Exchange Shares issued in exchange of Purchased Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding PublicCo Ordinary Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer’s right to receive Exchange Shares issued in exchange of Purchased Shares is limited, in whole or in part, by this Section 1(c)(v), all such Exchange Shares issued in exchange of Purchased Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time as such Buyer notifies PublicCo that its right thereto would not result in such Buyer exceeding the Maximum Percentage and PublicCo shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Purchased Shares. Upon delivery of a By written notice to PublicCothe Company, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to PublicCo and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Purchased Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 ActCompany. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v) to the extent necessary paragraph to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 1(c)(v) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained If a Buyer’s right to receive Adjustment Shares is limited, in whole or in part, by this paragraph may not Section, all such Adjustment Shares that are so limited shall be waived and shall apply to a successor held in abeyance for the benefit of such Buyer. As used hereinBuyer by the Company until such time, “Business Day” means any day other than Saturdayif ever, Sunday or other day on which commercial banks as its right thereto would not result in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or such Buyer exceeding the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such dayMaximum Percentage.

Blocker. Notwithstanding anything to the contrary contained herein, PublicCo Chanticleer shall not deliver Exchange Shares issued in exchange of Purchased Additional Common Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Purchased Additional Common Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer’s signature page attached hereto (the “Maximum Percentage”) of the number of PublicCo Ordinary Shares shares of Chanticleer Common Stock outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of PublicCo Ordinary Shares shares of Chanticleer Common Stock beneficially owned by such Buyer and the other Attribution Parties shall include the number of PublicCo Ordinary Shares (including, without limitation, any PublicCo Ordinary Shares underlying the ADSs) shares of Chanticleer Common Stock held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Purchased Additional Common Shares delivered to such Buyer pursuant to Section 1 1(c) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of PublicCo Ordinary Shares (including, for the avoidance shares of doubt, any PublicCo Ordinary Shares underlying the ADSs) Chanticleer Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of PublicCo Chanticleer beneficially owned by such Buyer or any of the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 1(c)(v1(c)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of determining the number of outstanding PublicCo Ordinary Shares shares of Chanticleer Common Stock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding PublicCo Ordinary Shares shares of Chanticleer Common Stock as reflected in (1) PublicCoChanticleer’s most recent Annual Report on Form 2010-FK, Quarterly Report of Foreign Issuer on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by PublicCo Chanticleer or (3) any other written notice by PublicCo Chanticleer or the Transfer Agent setting forth the number of PublicCo Ordinary Shares shares of Chanticleer Common Stock outstanding (the “Reported Outstanding Share Number”). If PublicCo Chanticleer receives a Capacity Notice from such Buyer at a time when the actual number of outstanding PublicCo Ordinary Shares shares of Chanticleer Common Stock is less than the Reported Outstanding Share Number, PublicCo Chanticleer shall promptly notify the Buyers in writing of the number of PublicCo Ordinary Shares shares of Chanticleer Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s beneficial ownership, as determined pursuant to this Section 1(c)(v1(c)(iv), to exceed the Maximum Percentage, such Buyer must notify PublicCo Chanticleer of a reduced number of Exchange Shares issued in exchange of Purchased Additional Common Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, PublicCo Chanticleer shall within one (1) Business Day (as defined below) confirm in writing or by electronic mail to such Buyer the number of PublicCo Ordinary Shares shares of Chanticleer Common Stock then outstanding. In any case, the number of outstanding PublicCo Ordinary Shares shares of Chanticleer Common Stock shall be determined after giving effect to the conversion or exercise of securities of PublicCoChanticleer, including the Warrants held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Purchased Additional Common Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding PublicCo Ordinary Shares shares of Chanticleer Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer’s right to receive Exchange Shares issued in exchange of Purchased Additional Common Shares is limited, in whole or in part, by this Section 1(c)(v1(c)(iv), all such Exchange Shares issued in exchange of Purchased Additional Common Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time as such Buyer notifies PublicCo Chanticleer that its right thereto would not result in such Buyer exceeding the Maximum Percentage and PublicCo Chanticleer shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Purchased Additional Common Shares. Upon delivery of a written notice to PublicCoChanticleer, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to PublicCo Chanticleer and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Purchased Additional Common Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v1(c)(iv) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v1(c)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor of such Buyer. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, PublicCo Histogenics shall not deliver Exchange Shares issued in exchange of Purchased Additional Common Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Purchased Additional Common Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer’s signature page attached hereto (the “Maximum Percentage”) of the number of PublicCo Ordinary Shares shares of Histogenics Common Stock outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of PublicCo Ordinary Shares shares of Histogenics Common Stock beneficially owned by such Buyer and the other Attribution Parties shall include the number of PublicCo Ordinary Shares (including, without limitation, any PublicCo Ordinary Shares underlying the ADSs) shares of Histogenics Common Stock held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Purchased Additional Common Shares delivered to such Buyer pursuant to Section 1 1(c) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of PublicCo Ordinary Shares (including, for the avoidance shares of doubt, any PublicCo Ordinary Shares underlying the ADSs) Histogenics Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of PublicCo Histogenics beneficially owned by such Buyer or any of the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 1(c)(v1(c)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of determining the number of outstanding PublicCo Ordinary Shares shares of Histogenics Common Stock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding PublicCo Ordinary Shares shares of Histogenics Common Stock as reflected in (1) PublicCo’s Histogenics’ most recent Annual Report on Form 2010-FK, Quarterly Report of Foreign Issuer on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by PublicCo Histogenics or (3) any other written notice by PublicCo Histogenics or the Transfer Agent setting forth the number of PublicCo Ordinary Shares shares of Histogenics Common Stock outstanding (the “Reported Outstanding Share Number”). If PublicCo at any time Histogenics receives a Capacity Notice from such Buyer at a time when the actual number of outstanding PublicCo Ordinary Shares shares of Histogenics Common Stock is less than the Reported Outstanding Share Number, PublicCo Histogenics shall promptly notify the Buyers in writing of the number of PublicCo Ordinary Shares shares of Histogenics Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s beneficial ownership, as determined pursuant to this Section 1(c)(v1(c)(iv), to exceed the Maximum Percentage, such Buyer must notify PublicCo Histogenics of a reduced number of Exchange Shares issued in exchange of Purchased Additional Common Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, PublicCo Histogenics shall within one two (12) Business Day (as defined below) Days confirm orally and in writing or by electronic mail to such Buyer the number of PublicCo Ordinary Shares shares of Histogenics Common Stock then outstanding. In any case, the number of outstanding PublicCo Ordinary Shares shares of Histogenics Common Stock shall be determined after giving effect to the conversion or exercise of securities of PublicCoHistogenics, including the Warrants held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Purchased Additional Common Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding PublicCo Ordinary Shares shares of Histogenics Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer’s right to receive Exchange Shares issued in exchange of Purchased Additional Common Shares is limited, in whole or in part, by this Section 1(c)(v1(c)(iv), all such Exchange Shares issued in exchange of Purchased Additional Common Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time as such Buyer notifies PublicCo Histogenics that its right thereto would not result in such Buyer exceeding the Maximum Percentage and PublicCo Histogenics shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Purchased Additional Common Shares. Upon delivery of a written notice to PublicCoHistogenics, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to PublicCo Histogenics and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Purchased Additional Common Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v1(c)(iv) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v1(c)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor of such Buyer. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, PublicCo Rexahn shall not deliver Exchange Shares issued in exchange of Purchased Additional Common Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Purchased Additional Common Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer’s 's signature page attached hereto (the “"Maximum Percentage”") of the number of PublicCo Ordinary Shares shares of Rexahn Common Stock outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of PublicCo Ordinary Shares shares of Rexahn Common Stock beneficially owned by such Buyer and the other Attribution Parties shall include the number of PublicCo Ordinary Shares (including, without limitation, any PublicCo Ordinary Shares underlying the ADSs) shares of Rexahn Common Stock held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Purchased Additional Common Shares delivered to such Buyer pursuant to Section 1 1(c) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of PublicCo Ordinary Shares (including, for the avoidance shares of doubt, any PublicCo Ordinary Shares underlying the ADSs) Rexahn Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of PublicCo Rexahn beneficially owned by such Buyer or any of the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 1(c)(v1(c)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"). For purposes of determining the number of outstanding PublicCo Ordinary Shares shares of Rexahn Common Stock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding PublicCo Ordinary Shares shares of Rexahn Common Stock as reflected in (1) PublicCo’s Rexahn's most recent Annual Report on Form 2010-FK, Quarterly Report of Foreign Issuer on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by PublicCo Rexahn or (3) any other written notice by PublicCo Rexahn or the Transfer Agent setting forth the number of PublicCo Ordinary Shares shares of Rexahn Common Stock outstanding (the “"Reported Outstanding Share Number”"). If PublicCo Rexahn receives a Capacity Notice from such Buyer at a time when the actual number of outstanding PublicCo Ordinary Shares shares of Rexahn Common Stock is less than the Reported Outstanding Share Number, PublicCo Rexahn shall promptly notify the Buyers in writing of the number of PublicCo Ordinary Shares shares of Rexahn Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s 's beneficial ownership, as determined pursuant to this Section 1(c)(v1(c)(iv), to exceed the Maximum Percentage, such Buyer must notify PublicCo Rexahn of a reduced number of Exchange Shares issued in exchange of Purchased Additional Common Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, PublicCo Rexahn shall within one (1) Business Day (as defined below) confirm in writing or by electronic mail to such Buyer the number of PublicCo Ordinary Shares shares of Rexahn Common Stock then outstanding. In any case, the number of outstanding PublicCo Ordinary Shares shares of Rexahn Common Stock shall be determined after giving effect to the conversion or exercise of securities of PublicCoRexahn, including the Warrants held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Purchased Additional Common Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding PublicCo Ordinary Shares shares of Rexahn Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer’s 's and the other Attribution Parties’ ' aggregate beneficial ownership exceeds the Maximum Percentage (the “"Excess Shares”") shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer’s 's right to receive Exchange Shares issued in exchange of Purchased Additional Common Shares is limited, in whole or in part, by this Section 1(c)(v1(c)(iv), all such Exchange Shares issued in exchange of Purchased Additional Common Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time as such Buyer notifies PublicCo Rexahn that its right thereto would not result in such Buyer exceeding the Maximum Percentage and PublicCo Rexahn shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Purchased Additional Common Shares. Upon delivery of a written notice to PublicCoRexahn, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to PublicCo Rexahn and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Purchased Additional Common Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v1(c)(iv) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v1(c)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor of such Buyer. As used herein, “"Business Day” " means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, PublicCo BioPharmX shall not deliver Exchange Shares issued in exchange of Purchased SharesAdditional Common Units, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Purchased SharesAdditional Common Units, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer’s signature page attached hereto (the “Maximum Percentage”) of the number of PublicCo Ordinary Shares shares of BioPharmX Common Stock outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of PublicCo Ordinary Shares shares of BioPharmX Common Stock beneficially owned by such Buyer and the other Attribution Parties shall include the number of PublicCo Ordinary Shares (including, without limitation, any PublicCo Ordinary Shares underlying the ADSs) shares of BioPharmX Common Stock held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Purchased Shares Additional Common Units delivered to such Buyer pursuant to Section 1 1(c) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of PublicCo Ordinary Shares (including, for the avoidance shares of doubt, any PublicCo Ordinary Shares underlying the ADSs) BioPharmX Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of PublicCo BioPharmX beneficially owned by such Buyer or any of the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 1(c)(v1(c)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of determining the number of outstanding PublicCo Ordinary Shares shares of BioPharmX Common Stock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding PublicCo Ordinary Shares shares of BioPharmX Common Stock as reflected in (1) PublicCoBioPharmX’s most recent Annual Report on Form 2010-FK, Quarterly Report of Foreign Issuer on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by PublicCo BioPharmX or (3) any other written notice by PublicCo BioPharmX or the Transfer Agent setting forth the number of PublicCo Ordinary Shares shares of BioPharmX Common Stock outstanding (the “Reported Outstanding Share Number”). If PublicCo BioPharmX receives a Capacity Notice from such Buyer at a time when the actual number of outstanding PublicCo Ordinary Shares shares of BioPharmX Common Stock is less than the Reported Outstanding Share Number, PublicCo BioPharmX shall promptly notify the Buyers in writing of the number of PublicCo Ordinary Shares shares of BioPharmX Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s beneficial ownership, as determined pursuant to this Section 1(c)(v1(c)(iv), to exceed the Maximum Percentage, such Buyer must notify PublicCo BioPharmX of a reduced number of Exchange Shares issued in exchange of Purchased Shares Additional Common Units to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, PublicCo BioPharmX shall within one (1) Business Day (as defined below) confirm in writing or by electronic mail to such Buyer the number of PublicCo Ordinary Shares shares of BioPharmX Common Stock then outstanding. In any case, the number of outstanding PublicCo Ordinary Shares shares of BioPharmX Common Stock shall be determined after giving effect to the conversion or exercise of securities of PublicCoBioPharmX, including the Warrants held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Purchased Shares Additional Common Units to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding PublicCo Ordinary Shares shares of BioPharmX Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer’s right to receive Exchange Shares issued in exchange of Purchased Shares Additional Common Units is limited, in whole or in part, by this Section 1(c)(v1(c)(iv), all such Exchange Shares issued in exchange of Purchased Shares Additional Common Units that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time as such Buyer notifies PublicCo BioPharmX that its right thereto would not result in such Buyer exceeding the Maximum Percentage and PublicCo BioPharmX shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Purchased Shares. Upon delivery of a written notice to PublicCo, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to PublicCo and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Purchased Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor of such Buyer. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.event

Blocker. Notwithstanding anything to the contrary contained herein, PublicCo Apricus shall not deliver Exchange Shares issued in exchange of Purchased Additional Common Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Purchased Additional Common Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer’s 's signature page attached hereto (the “"Maximum Percentage”") of the number of PublicCo Ordinary Shares shares of Apricus Common Stock outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of PublicCo Ordinary Shares shares of Apricus Common Stock beneficially owned by such Buyer and the other Attribution Parties shall include the number of PublicCo Ordinary Shares (including, without limitation, any PublicCo Ordinary Shares underlying the ADSs) shares of Apricus Common Stock held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Purchased Additional Common Shares delivered to such Buyer pursuant to Section 1 1(c) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of PublicCo Ordinary Shares (including, for the avoidance shares of doubt, any PublicCo Ordinary Shares underlying the ADSs) Apricus Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of PublicCo Apricus beneficially owned by such Buyer or any of the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 1(c)(v1(c)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"). For purposes of determining the number of outstanding PublicCo Ordinary Shares shares of Apricus Common Stock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding PublicCo Ordinary Shares shares of Apricus Common Stock as reflected in (1) PublicCo’s Apricus' most recent Annual Report on Form 2010-FK, Quarterly Report of Foreign Issuer on Form 610-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by PublicCo Apricus or (3) any other written notice by PublicCo Apricus or the Transfer Agent setting forth the number of PublicCo Ordinary Shares shares of Apricus Common Stock outstanding (the “"Reported Outstanding Share Number”"). If PublicCo at any time Apricus receives a Capacity Notice from such Buyer at a time when the actual number of outstanding PublicCo Ordinary Shares shares of Apricus Common Stock is less than the Reported Outstanding Share Number, PublicCo Apricus shall promptly notify the Buyers in writing of the number of PublicCo Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s 's beneficial ownership, as determined pursuant to this Section 1(c)(v1(c)(iv), to exceed the Maximum Percentage, such Buyer must notify PublicCo Apricus of a reduced number of Exchange Shares issued in exchange of Purchased Additional Common Shares to be delivered pursuant to such Capacity NoticeNotice (the number of shares by which such purchase is reduced, the "Reduction Shares"). For any reason at any time, upon the written or oral request of a Buyer, PublicCo Apricus shall within one two (12) Business Day (as defined below) Days confirm orally and in writing or by electronic mail to such Buyer the number of PublicCo Ordinary Shares shares of Apricus Common Stock then outstanding. In any case, the number of outstanding PublicCo Ordinary Shares shares of Apricus Common Stock shall be determined after giving effect to the conversion or exercise of securities of PublicCoApricus, including the Warrants held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Purchased Additional Common Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding PublicCo Ordinary Shares shares of Apricus Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer’s 's and the other Attribution Parties’ ' aggregate beneficial ownership exceeds the Maximum Percentage (the “"Excess Shares”") shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer’s 's right to receive Exchange Shares issued in exchange of Purchased Additional Common Shares is limited, in whole or in part, by this Section 1(c)(v1(c)(iv), all such Exchange Shares issued in exchange of Purchased Additional Common Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time as such Buyer notifies PublicCo Apricus that its right thereto would not result in such Buyer exceeding the Maximum Percentage and PublicCo Apricus shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Purchased Additional Common Shares. Upon delivery of a written notice to PublicCoApricus, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to PublicCo Apricus and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Purchased Additional Common Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v1(c)(iv) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v1(c)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor of such Buyer. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, PublicCo the Company shall not deliver Exchange Adjustment Shares issued in exchange of Purchased or Capacity Shares, and no Buyer shall have the right to receive Exchange Adjustment Shares issued in exchange of Purchased or Capacity Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer (together with its the other Attribution Parties (as defined in the WarrantsParties) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer’s signature page attached hereto 9.99% (the “Maximum Percentage”) of the number of PublicCo Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of PublicCo Ordinary Shares shares of Common Stock beneficially owned by such Buyer and the other Attribution Parties shall include the number of PublicCo Ordinary Shares (including, without limitation, any PublicCo Ordinary Shares underlying the ADSs) shares of Common Stock held by such Buyer and all other Attribution Parties plus the number of Exchange Adjustment Shares issued in exchange of Purchased and Capacity Shares delivered to such Buyer pursuant to Section 1 1(g) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of PublicCo Ordinary Shares (including, for the avoidance shares of doubt, any PublicCo Ordinary Shares underlying the ADSs) Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of PublicCo the Company beneficially owned by such Buyer or any of the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 1(c)(v)paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of determining the number of outstanding PublicCo Ordinary Shares that the Buyers may receive without exceeding the Maximum Percentageshares of Common Stock, the Buyers may rely on the number of outstanding PublicCo Ordinary Shares shares of Common Stock as reflected in (1) PublicCothe Company’s most recent Annual Report on Form 2010-FK, Quarterly Report of Foreign Issuer Form 10-Q, Current Report on Form 68-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by PublicCo the Company or (3) any other written notice by PublicCo the Company or the Transfer Agent setting forth the number of PublicCo Ordinary Shares shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If PublicCo at any time until July 9, 2015 and/or if the Company receives a Capacity Notice from such Buyer at a time when the actual number of outstanding PublicCo Ordinary Shares shares of Common Stock is less than the Reported Outstanding Share Number the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, PublicCo the Company shall promptly notify the Buyers in writing of the number of PublicCo Ordinary Shares shares of Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s beneficial ownership, as determined pursuant to this Section 1(c)(v), to exceed the Maximum Percentage, such Buyer must notify PublicCo of a reduced number of Exchange Shares issued in exchange of Purchased Shares to be delivered pursuant to such Capacity Noticeoutstanding. For any reason at any time, upon the written or oral request of a Buyer, PublicCo the Company shall within one (1) Business Day (as defined below) confirm orally and in writing or by electronic mail to such Buyer the number of PublicCo Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding PublicCo Ordinary Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of PublicCothe Company, including the Warrants Warrants, held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Adjustment Shares issued in exchange of Purchased or Capacity Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding PublicCo Ordinary Shares shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer’s right to receive Exchange Shares issued in exchange of Purchased Adjustment Shares is limited, in whole or in part, by this Section 1(c)(v)Section, all such Exchange Shares issued in exchange of Purchased Adjustment Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent Company until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time time, if ever, as such Buyer notifies PublicCo the Company that its right thereto would not result in such Buyer exceeding the Maximum Percentage and PublicCo the Company shall promptly but in any event within two (2) Trading Days after the delivery of receiving such Capacity Notice notice issue and deliver to such Buyer the Exchange Shares issued in exchange of such Purchased Adjustment Shares. Upon delivery of a By written notice to PublicCothe Company, each Buyer may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to PublicCo the Company and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Adjustment Shares issued in exchange of the Purchased and Capacity Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v1(h) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v1(h) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor of such Buyer. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, PublicCo the Company shall not deliver Exchange Shares issued in exchange of Purchased issue Adjustment Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Purchased Adjustment Shares, and any such delivery issuance shall be null and void and treated as if never made, to the extent that after giving effect to such deliveryissuance, such Buyer (together with its other Attribution Parties (as defined in the Warrantssuch Buyer's Affiliates) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer’s signature page attached hereto 9.99% (the “"Maximum Percentage”") of the number of PublicCo Ordinary Shares shares of Common Stock outstanding immediately after giving effect to such deliveryissuance. For purposes of the foregoing sentence, the aggregate number of PublicCo Ordinary Shares shares of Common Stock beneficially owned by such Buyer and the other Attribution Parties its Affiliates shall include the number of PublicCo Ordinary Shares (including, without limitation, any PublicCo Ordinary Shares underlying the ADSs) held by such Buyer and all other Attribution Parties plus the number shares of Exchange Shares issued in exchange of Purchased Shares delivered to such Buyer Common Stock issuable pursuant to Section 1 1(b) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of PublicCo Ordinary Shares (including, for the avoidance shares of doubt, any PublicCo Ordinary Shares underlying the ADSs) Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of PublicCo the Company beneficially owned by such Buyer or any of the other Attribution Parties its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For Except as set forth in the preceding sentence, for purposes of this Section 1(c)(v)paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"). For purposes of determining the number of outstanding PublicCo Ordinary Shares that the Buyers may receive without exceeding the Maximum Percentageshares of Common Stock, the Buyers may rely on the number of outstanding PublicCo Ordinary Shares shares of Common Stock as reflected in (1) PublicCo’s the Company's most recent Annual Report on Form 2010-FK, Report of Foreign Issuer on Form 610-Q, Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by PublicCo the Company or (3) any other written notice by PublicCo the Company or the Transfer Agent Company's transfer agent setting forth the number of PublicCo Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If PublicCo receives a Capacity Notice from such Buyer at a time when the actual number shares of outstanding PublicCo Ordinary Shares is less than the Reported Outstanding Share Number, PublicCo shall promptly notify the Buyers in writing of the number of PublicCo Ordinary Shares then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer’s beneficial ownership, as determined pursuant to this Section 1(c)(v), to exceed the Maximum Percentage, such Buyer must notify PublicCo of a reduced number of Exchange Shares issued in exchange of Purchased Shares to be delivered pursuant to such Capacity NoticeCommon Stock outstanding. For any reason at any time, upon the written or oral request of a Buyer, PublicCo the Company shall within one (1) Business Day (as defined below) confirm orally and in writing or by electronic mail to such Buyer the number of PublicCo Ordinary Shares shares of Common Stock then outstanding. In any case, the number of outstanding PublicCo Ordinary Shares shares of Common Stock shall be determined after giving effect to the issuance of the Adjustment Shares and the conversion or exercise of securities of PublicCothe Company, including the Warrants Warrants, held by each Buyer and the other Attribution Parties its Affiliates since the date as of which the Reported Outstanding Share Number such number of outstanding shares of Common Stock was reported. In the event that the delivery of Exchange Shares issued in exchange of Purchased Shares to such Buyer results in such Buyer and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding PublicCo Ordinary Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer’s right to receive Exchange Shares issued in exchange of Purchased Shares is limited, in whole or in part, by this Section 1(c)(v), all such Exchange Shares issued in exchange of Purchased Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time as such Buyer notifies PublicCo that its right thereto would not result in such Buyer exceeding the Maximum Percentage and PublicCo shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Purchased Shares. Upon delivery of a By written notice to PublicCothe Company, each Buyer may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to PublicCo the Company and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Purchased Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 ActBuyers. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v) to the extent necessary paragraph to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 1(c)(v) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained If a Buyer's right to receive Adjustment Shares is limited, in whole or in part, by this paragraph may not Section, all such Adjustment Shares that are so limited shall be waived and shall apply to a successor held in abeyance for the benefit of such BuyerBuyer by the Company until such time, if ever, as the Buyer notifies the Company that its right thereto would not result in such Buyer exceeding the Maximum Percentage. As used herein, “"Business Day” " means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.