Common use of Commitment Fee; Warrant Clause in Contracts

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee may be paid in cash from the proceeds of the Draw Downs or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such payment, at the option of the Company. The Commitment Fee shall be due and payable in the following amounts: (i) the Company shall pay one percent (1%) of the Commitment Fee on or before the twelve (12) month anniversary of the Public Listing Date, and (ii) the Company shall pay the remaining amount of such Commitment Fee on or before the twenty (20) month anniversary of the Public Listing Date. For the avoidance of doubt, the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith. (b) On the Effective Date, the Company shall make and execute a warrant granting GYBL the right to purchase Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the First Trading Day, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal to 4% of the total number of Common Shares outstanding as of the Public Listing Date, at a strike price per Share equal to the lesser of (i) the closing bid price for such Common Shares on the Public Listing Date and (ii) the quotient resulting from (a) $86,000,000 divided by (b) total number of Common Shares outstanding as of the Public Listing Date, calculated on a fully diluted basis. On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the average closing bid price of the Common Shares for the 10 Trading Days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the Warrants, the exercise price of such remaining Warrants shall adjust to 105% of the Current Trading Price. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares to the Purchaser that are economically equivalent to the exercise of the Warrant in full

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of the such Draw Downs Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such paymentDraw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be due and payable in the following amounts: product obtained by multiplying (i) the Company shall pay one percent (1%) total amount of the Commitment Fee on or before the twelve (12) month anniversary of the Public Listing Date, and by (ii) the Company shall pay quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. To the extent that any amount of the Commitment Fee remains unpaid to GYBL following the date that is the one-year anniversary of the First Trading Day, the remaining amount of such Commitment Fee on or before the twenty (20) month anniversary of the Public Listing Dateshall become immediately due. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Effective Date, the Company shall make and execute a warrant granting GYBL the right to purchase Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the First Trading Day, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal to 44.2% of the total number of the Common Shares outstanding as immediately after the completion of the Public Listing Date(including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basis, at a strike price per Share equal to the lesser of (i) the closing bid price for such Common Shares on the Public Listing Date and (ii) the quotient resulting from (a) $86,000,000 divided by (b) total number of Common Shares outstanding as of the Public Listing Date, calculated on a fully diluted basis. On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the average closing bid price of the Common Shares for the 10 Trading Days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-then- current exercise price of the Warrants, the exercise price of such remaining Warrants shall adjust to 105% of the Current Trading Price. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not to be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares to the Purchaser that are economically equivalent to the exercise of the Warrant in full.

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of the such Draw Downs Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such paymentDraw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be due and payable in the following amounts: product obtained by multiplying (i) the Company shall pay one percent (1%) total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee shall have been paid on or before the twelve (12) month anniversary of the Public Listing Date, and (ii) the Company shall pay the remaining amount of such Commitment Fee on or before the twenty (20) month first anniversary of the Public Listing Date. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Effective Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the First Trading DayPublic Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal to 43.0% of the total number of equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding as immediately after the completion of the Public Listing Date(including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basis, at a strike an exercise price per Share equal to the lesser of (i) the public offering price (in the case of an initial public offering) or the closing bid price for such of the Common Shares on the Public Listing Date and (in the case of a Public Listing other than an initial public offering), or (ii) the quotient resulting from (a) obtained by dividing $86,000,000 divided 650 million by (b) the total number of Common Shares outstanding as of the Public Listing Date, calculated on a fully diluted basis. On the first anniversary following the Public Listing Date equity interests (the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the average closing bid price of the Common Shares for the 10 Trading Days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the Warrants, the exercise price of such remaining Warrants shall adjust to 105% of the Current Trading Price. (c) Notwithstanding anything equal to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale number of Common Shares to Shares, assuming the Purchaser that are economically equivalent to the exercise conversion or exchange of the Warrant in fullall other equity interests for Common

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of the such Draw Downs Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such paymentDraw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be due and payable in the following amounts: product obtained by multiplying (i) the Company shall pay one percent (1%) total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee shall have been paid on or before the twelve (12) month anniversary of the Public Listing Date, and (ii) the Company shall pay the remaining amount of such Commitment Fee on or before the twenty (20) month first anniversary of the Public Listing Date. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Effective Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the First Trading DayPublic Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal to 46.0% of the total number of equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding as immediately after the completion of the Public Listing Date(including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basis, at a strike an exercise price per Share equal to the lesser public offering price (in the case of (ian initial public offering) or the closing bid price for such of the Common Shares on the Public Listing Date and (ii) in the quotient resulting from (a) $86,000,000 divided by (b) total number case of Common Shares outstanding as of the a Public Listing Date, calculated on a fully diluted basisother than an initial public offering). On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the average closing bid price Daily Closing Price of the Common Shares for over the 10 Trading Days following 30 days preceding the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the WarrantsWarrant, the exercise price of such remaining Warrants Warrant shall adjust to 105110% of the Current Trading Price. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not to be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares to the Purchaser that are economically equivalent to the exercise of the Warrant in full.

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of the such Draw Downs Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such paymentDraw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be due and payable in the following amounts: product obtained by multiplying (i) the Company shall pay one percent (1%) total amount of the Commitment Fee on or before the twelve (12) month anniversary of the Public Listing Date, and by (ii) the Company shall pay quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. To the extent that any amount of the Commitment Fee remains unpaid to GYBL following the date that is the one-year anniversary of the First Trading Day, the remaining amount of such Commitment Fee on or before the twenty (20) month anniversary of the Public Listing Dateshall become immediately due. For the avoidance of doubt, the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith. (b) On the Effective Date, the Company shall make and execute a warrant granting GYBL the right to purchase Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the First Trading Day, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal to 45.7% of the total number of Common Shares outstanding as of the Public Listing Date, at a strike price per Share equal to the lesser of (i) the closing bid price for such Common Shares on the Public Listing Date and (ii) the quotient resulting from (a) $86,000,000 divided by (b) total number of Common Shares outstanding as of the Public Listing Date, calculated on a fully diluted basis, at a strike price per Share equal to the closing bid price for such Common Shares on the Public Listing Date. On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the average closing bid price of the Common Shares for the 10 Trading Days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the Warrants, the exercise price of such remaining Warrants shall adjust to 105% of the Current Trading Price. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares to the Purchaser that are economically equivalent to the exercise of the Warrant in full.

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit $2,000,000.00 (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of the such Draw Downs Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such paymentDraw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be due and payable in the following amounts: product obtained by multiplying (i) the Company shall pay one percent (1%) total amount of the Commitment Fee on by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding the foregoing but at all times subject to Section 7.01, the Company, at its option, may pay the Commitment Fee in cash or before in Common Shares (provided that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee shall have been paid within twelve (12) month anniversary of the Public Listing Date, and (ii) the Company shall pay the remaining amount of such Commitment Fee on or before the twenty (20) month anniversary months of the Public Listing Date. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) except as provided in the second sentence of Section 7.01, no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Effective Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the First Trading DayPublic Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal to 41.5% of the total number of equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests, but excluding all options and awards granted and outstanding) (the “Warrant Percentage”) outstanding as immediately after the completion of the Public Listing DateListing, calculated on a fully diluted basis, at a strike an exercise price per Share equal to the lesser public offering price (in the case of (ian initial public offering) or the closing bid price for such of the Common Shares on the Public Listing Date and (ii) in the quotient resulting from (a) $86,000,000 divided by (b) total number case of Common Shares outstanding as of the a Public Listing Date, calculated on a fully diluted basisother than an initial public offering). On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of the Warrants remain Warrant remains unexercised and the average closing bid price Daily Closing Price of the Common Shares for the 10 Trading Days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the WarrantsWarrant, the exercise price of such remaining Warrants Warrant shall adjust to 105% of the Current Trading Price. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not to be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares to the Purchaser that are economically equivalent to the exercise of the Warrant in full.

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit First Tranche (the “Commitment Fee”), and, to the extent that the Company has completed Draw Downs within the Second Tranche, the Company shall tender to GYBL, as an additional commitment fee, an amount equal to 2% of the Second Tranche (the “Additional Commitment Fee”), each deliverable as set forth below. The Commitment Fee or Additional Commitment Fee, as applicable, due upon each Draw Down may be paid in cash from the proceeds of the such Draw Downs Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such paymentDraw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment of the First Tranche shall be due and payable in the following amounts: product obtained by multiplying (i) the Company shall pay one percent (1%) total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the First Tranche. The amount of Additional Commitment Fee due in each such installment of the Second Tranche shall be the product obtained by multiplying (i) the total amount of the Additional Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Second Tranche. Notwithstanding the foregoing, the Company, at its option, may pay the Commitment Fee (or Additional Commitment Fee) in cash or in Common Shares (provided that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee and, if the Company has completed Draw Downs for all or any part of the Second Tranche, the Additional Commitment Fee shall have been paid on or before the twelve (12) month second anniversary of the Public Listing Date, and (ii) provided that, if the Company shall pay has completed its first Draw Down for any part of the remaining amount Second Tranche following the secondary anniversary of such the Public Listing Date, 100% of the Additional Commitment Fee shall have been paid on or before the twenty (20) month third anniversary of the Public Listing Date. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, (2) No Additional Commitment Fee shall be payable if the Company has not completed Draw Downs within the Second Tranche, and (2) no Commitment Fee or Additional Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing on any U.S. securities exchange. (b) On the Effective Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third fifth anniversary of the First Trading DayPublic Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal to 44.0% of the total number of equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding as immediately after the completion of the Public Listing Date, at a strike price per Share equal to the lesser of (i) the closing bid price for such including any Common Shares on the Public Listing Date and (ii) the quotient resulting from (a) $86,000,000 divided by (b) total number of Common Shares outstanding as of the Public Listing Dateissued pursuant to an over-allotment option), calculated on a fully diluted basis, at an exercise price per Share equal to the closing bid price of the Common Shares on the Public Listing Date. On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the average closing bid price Daily Closing Price of the Common Shares for over the 10 Trading Days following 30 days preceding the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the WarrantsWarrant, the exercise price of such remaining Warrants Warrant shall adjust to 105110% of the Current Trading Price. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not to be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares to the Purchaser that are economically equivalent to the exercise of the Warrant in full.

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee may be paid in cash from the proceeds of the any Draw Downs Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such payment, at the option of the Company. The Commitment Fee and shall be due and payable in the following amounts: (i) the Company shall pay one percent (1%) 67% of the Commitment Fee on or before the twelve (12) month first anniversary of the Public Listing Date, and (ii) the Company shall pay 33% of the remaining amount of such Commitment Fee on or before the twenty eighteen (2018) month anniversary of from the Public Listing Date. For the avoidance of doubt, the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewithherewith but shall not be payable if a Public Listing does not occur prior to the termination of this Agreement. (b) On the Effective Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the First Trading DayPublic Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares shares that is equal to 4% of the total number of Common Shares outstanding as of the Public Listing Date, calculated on a fully diluted basis, at a strike price per Share equal to the lesser of (i) the closing bid price for such Common Shares on the Public Listing Date and (ii) Date. For avoidance of doubt, in the quotient resulting from (a) $86,000,000 divided by (b) total number of Common Shares outstanding as of the Public Listing Date, calculated on a fully diluted basis. On the first anniversary following event that the Public Listing Date (does not occur prior to the “Adjustment Date”)termination of this Agreement, if all or any portion of the Warrants remain unexercised and the average closing bid price of the Common Shares for the 10 Trading Days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the Warrants, the exercise price of such remaining Warrants no Warrant shall adjust to 105% of the Current Trading Pricebe issuable hereunder. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder to not be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares to the Purchaser that are economically equivalent to the exercise of the Warrant in full.

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable in installments as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of the such Draw Downs Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such paymentDraw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be due and payable in the following amounts: product obtained by multiplying (i) the Company shall pay one percent (1%) total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee shall have been paid on or before the twelve (12) month anniversary of the Public Listing Date, and (ii) the Company shall pay the remaining amount of such Commitment Fee on or before the twenty (20) month first anniversary of the Public Listing Date. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Effective Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the First Trading DayPublic Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal to 42% of the total number of equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) (the “Warrant Percentage”) outstanding as immediately after the completion of the Public Listing Date(including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basis, at a strike an exercise price per Share equal to the lesser of lesser of (i) the closing bid price for such of the SPAC’s common stock as reported by the New York Stock Exchange on the Effective Date, and (ii) the public offering price (in the case of an initial public offering) or 90% the closing bid price of the Common Shares on the Public Listing Date and (ii) in the quotient resulting from (a) $86,000,000 divided by (b) total number case of Common Shares outstanding as of the a Public Listing Date, calculated on a fully diluted basis. On the first anniversary following the Public Listing Date other than an initial public offering (the “Adjustment Date”e.g. Reverse Merger Transaction), if all or any portion of the Warrants remain unexercised and the average closing bid price of the Common Shares for the 10 Trading Days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the Warrants, the exercise price of such remaining Warrants shall adjust to 105% of the Current Trading Price). (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not to be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares to the Purchaser that are economically equivalent to the exercise of the Warrant in full.

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of the such Draw Downs Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such paymentDraw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be due and payable in the following amounts: product obtained by multiplying (i) the Company shall pay one percent (1%) total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 50% of the Commitment Fee shall have been paid on or before the twelve (12) month first anniversary of the Public Listing Date, Date and (ii) 100% of the Company shall pay the remaining amount of such Commitment Fee shall have been paid on or before the twenty eighteen (2018) month anniversary of the Public Listing Date. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Effective Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the First Trading DayPublic Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal to 43.3% of the total number of equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding as immediately after the completion of the Public Listing Date, at a strike price per Share equal to the lesser of (i) the closing bid price for such including any Common Shares on the Public Listing Date and (ii) the quotient resulting from (a) $86,000,000 divided by (b) total number of Common Shares outstanding as of the Public Listing Dateissued pursuant to an over-allotment option), calculated on a fully diluted basis. On , at an exercise price per Share equal to (i) the first anniversary following public offering price (in the case of an initial public offering), (ii) $11.50 (in the case of a Reverse Merger Transaction with Goldenbridge Acquisition Limited or any of its Affiliates), or (iii) the closing bid price on the Public Listing Date (in the “Adjustment Date”case of a transaction that is not covered by clauses (i) or (ii), if all or any portion of the Warrants remain unexercised and the average closing bid price of the Common Shares for the 10 Trading Days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the Warrants, the exercise price of such remaining Warrants shall adjust to 105% of the Current Trading Price). (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not to be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares to the Purchaser that are economically equivalent to the exercise of the Warrant in full.

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of the such Draw Downs Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such paymentDraw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be due and payable in the following amounts: product obtained by multiplying (i) the Company shall pay one percent (1%) total amount of the Commitment Fee on or before by (ii) the twelve quotient derived by dividing (12y) month the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. To the extent that any amount of the Commitment Fee remains unpaid to GYBL following the date that is the one-year anniversary of the Public Listing Date, and (ii) the Company shall pay the remaining amount of such Commitment Fee on or before the twenty (20) month anniversary of the Public Listing Dateshall become immediately due. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Effective Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third fifth anniversary of the First Trading DayPublic Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal to 44.0% of the total number of equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding as immediately after the completion of the Public Listing Date(including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basis, at a strike price per Share equal to the lesser of (i) the public offering price (in the case of an initial public offering) or the closing bid price for such Common Shares on the Public Listing Date and (in the case of a Public Listing other than an initial public offering), or (ii) the quotient resulting from (a) obtained by dividing $86,000,000 divided 700 million by (b) the total number of equity interests (equal to the number of Common Shares outstanding as Shares, assuming the conversion or exchange of the Public Listing Date, calculated on a fully diluted basisall other equity interests for Common Shares). On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the average closing bid price Daily Closing Price of the Common Shares for the 10 Trading Days following on the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise strike price of the WarrantsWarrant, the exercise strike price of such remaining Warrants Warrant shall adjust to 105% of the Current Trading Price. For avoidance of doubt, in the event that the Public Listing Date does not occur prior to the termination of this Agreement, no Warrant shall be issuable hereunder. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion Parties agree that the issuance of the Warrant any securities hereunder could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not be being freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative alternative, economically equivalent issuance and sale of Common Shares securities to the Purchaser that are economically with equivalent to the exercise rights of the Warrant in fulltransferability.

Commitment Fee; Warrant. (a) The Company shall tender pay to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Subject to Section 4.12(d), the Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of the such Draw Downs Down or in freely tradeable Common Shares and unrestricted ADSs of the Company (included in an effective Registration Statement for which no stop order has been issued) valued at the Daily Closing Price at the time of such paymentDraw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be due and payable in the following amounts: product obtained by multiplying (i) the Company shall pay one percent (1%) total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that ADSs representing such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee shall have been paid on or before the twelve date that is 270 days from the Effective Date (12) month anniversary the “Fee Longstop Date”). On the Fee Longstop Date, the outstanding amount of Commitment Fee shall become immediately due and payable and interest shall accrue on any amount of the Public Listing Date, and (ii) the Company shall pay the remaining amount of such Commitment Fee on or before the twenty (20) month anniversary of the Public Listing Dateoutstanding as described in Section 4.12(d). For the avoidance of doubt, the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith. (b) On the Effective Date, the Company shall make and execute a warrant granting GYBL the right to purchase unrestricted and freely tradeable Common Shares, as represented by ADSs (included in an effective Registration Statement for which no stop order has been issued), a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third fifth anniversary of the First Trading DayEffective Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of 16,650,000 Common Shares that is (represented by up to 11,100,000 ADSs), at an exercise price per ADS equal to 4% $13.00. On each of the total number of Common Shares outstanding as of the Public Listing Date, at a strike price per Share equal to the lesser of (i) the closing bid price for such Common Shares on the Public Listing Date first and (ii) the quotient resulting from (a) $86,000,000 divided by (b) total number of Common Shares outstanding as of the Public Listing Date, calculated on a fully diluted basis. On the first second anniversary following the Public Listing Effective Date (the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the average closing bid price Daily Closing Price of the Common Shares ADSs for the 10 2 Trading Days following preceding the Adjustment Date (the “Current Trading Price”) is less than 90105% of the then-current exercise price of the WarrantsWarrant, the exercise price of such remaining Warrants Warrant shall adjust to 10595% of the Current Trading Price. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not to be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares to the Purchaser that are economically equivalent to the exercise of the Warrant in full. (d) On the Fee Longstop Date, unless (i) the Company shall have placed a cash amount sufficient to satisfy the Commitment Fee into an account designated by the Purchaser (within one Business Day of the Purchaser notifying the Company), the Company shall issue a number of unrestricted and freely trading ADSs representing Common Shares (included in an effective Registration Statement for which no stop order has been issued) to GYBL equal to the outstanding amount of the Commitment Fee, divided by the Daily Closing Price on the Fee Longstop Date (the “Commitment Fee Shares”), and shall (ii) instruct its transfer agent to transfer such ADSs representing Commitment Fee Shares (within one Business Day of the Purchaser notifying the Company) and (iii) deliver such ADSs representing Commitment Fee Shares (within three Business Days of the Purchaser notifying the Company). If any sum payable under this Section 4.12(d) is not paid on the due date for payment (following due notification from the Company), interest shall accrue on such sum from and including the due date for payment to but excluding the date on which payment is made at a rate of 15 per cent. above the 3-month SOFR from time to time, compounded daily. (e) If the Aggregate Limit is increased pursuant to Section 2.01, the Commitment Fee proportionately payable with respect to such increase (it being understood, for the avoidance of doubt, that the Commitment Fee shall always be 2% of the Aggregate Limit, construed to include any increase to the Aggregate Limit) shall have been received by GYBL on the day of such increase and, in any event, prior to such increase becoming effective, the provisions of this Section 4.12 applying mutatis mutandis. (f) Any securities referenced in this Section 4.12 or issuable under the Warrants, at the request of and with the express agreement of the Purchaser and in accordance with applicable law, will be delivered to the Purchaser via book entry through the Depository Trust Company and will not bear legends noting restrictions as to resale of such securities under federal or state securities laws, nor will any such securities be subject to stop transfer instructions.

Commitment Fee; Warrant. (a) The Company shall tender to GYBLPurchaser, as a commitment fee, an amount equal equal, in the aggregate, to 22.0% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The At each Settlement Date, the Company will pay the portion of the Commitment Fee set forth below, which may be paid either in cash from the proceeds of the a Draw Downs Down or in freely tradeable Common Shares Stock of the Company valued at the Daily Closing Price at on the time of such paymentSettlement Date, at the option of the Company. The amount of the Commitment Fee due in each such installment on a Settlement Date shall be due and payable in the following amounts: product obtained by multiplying (i) the Company shall pay one percent (1%) total amount of the Commitment Fee on or before the twelve (12) month anniversary of the Public Listing Date, and by (ii) the quotient derived by dividing (x) the proceeds received by the Company shall pay on such Settlement Date by (y) the Aggregate Limit. To the extent that any amount of the Commitment Fee remains unpaid to Purchaser following the date that is the one-year anniversary of the First Trading Day, the remaining amount of such Commitment Fee on or before the twenty (20) month anniversary of the Public Listing Dateshall become immediately due. For the avoidance of doubt, following one-year anniversary of the First Trading Day, the Commitment Fee shall be vested and payable as described above by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith. (b) On Within three business days after the Effective Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase SharesWarrant, a copy of which is attached hereto as Exhibit B (the “Warrant”) granting Purchaser the right to purchase Warrant Shares and having an expiration date that is the third anniversary of the First Trading Day. Pursuant to the Warrant, granting GYBL the Purchaser shall have the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares Stock that is equal to 42% of the total number of Common Shares outstanding as of the Public Listing Date, at a strike price per Share equal to the lesser of (i) the closing bid price for such Common Shares on the Public Listing Date and (ii) the quotient resulting from (a) $86,000,000 divided by (b) total number of Common Shares Stock outstanding as of the Public Listing Date, calculated on a fully diluted basis, at a strike price per share equal to the Daily Closing Price for such Common Stock on the Public Listing Date. On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the average closing bid price Daily Closing Price of the Common Shares Stock for the 10 ten (10) Trading Days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the Warrants, the exercise price of such remaining Warrants shall adjust to 105110% of the Current Trading Price. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion Parties agree that the issuance of the Warrant any securities hereunder could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not be being freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall use their reasonable best efforts to structure a mutually agreeable alternative means of compensating the Purchaser, which the parties hereto acknowledge shall represent an alternative issuance and sale of Common Shares to the Purchaser that are economically equivalent to value as the exercise of the Warrant in fullforegoing Securities.

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal equal, in the aggregate, to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The At each Settlement Date, the Company will pay the portion of the Commitment Fee set forth below, which may be paid either in cash from the proceeds of the a Draw Downs Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at on the time of such paymentSettlement Date, at the option of the Company. The amount of the Commitment Fee due in each such installment on a Settlement Date shall be due and payable in the following amounts: product obtained by multiplying (i) the Company shall pay one percent (1%) total amount of the Commitment Fee on or before the twelve (12) month anniversary of the Public Listing Date, and by (ii) the quotient derived by dividing (x) the proceeds received by the Company shall pay on such Settlement Date by (y) the Aggregate Limit. To the extent that any amount of the Commitment Fee remains unpaid to GYBL following the date that is the one-year anniversary of the First Trading Day, the remaining amount of such Commitment Fee on or before the twenty (20) month anniversary of the Public Listing Dateshall become immediately due. For the avoidance of doubt, following the earlier of a Public Listing Advance or the Public Listing Date, the Commitment Fee shall be vested and payable as described above by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith. (b) On Within three business days after the Effective Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the First Trading Day, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal to 45.0% of the total number of Common Shares outstanding as of the Public Listing Date, at a strike price per Share equal to the lesser of (i) the closing bid price for such Common Shares on the Public Listing Date and (ii) the quotient resulting from (a) $86,000,000 divided by (b) total number of Common Shares outstanding as of the Public Listing Date, calculated on a fully diluted basis, at a strike price per Share equal to the Daily Closing Price for such Common Shares on the Public Listing Date. On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the average closing bid price Daily Closing Price of the Common Shares for the 10 ten (10) Trading Days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the Warrants, the exercise price of such remaining Warrants shall adjust to 105110% of the Current Trading Price. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion Parties agree that the issuance of the Warrant any securities hereunder could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not be being freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative a mutually agreeable alternative, economically equivalent issuance and sale of Common Shares securities to the Purchaser that are economically equivalent to the exercise of the Warrant in fullPurchaser.

Commitment Fee; Warrant. (a) The Following the Closing, the Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of the such Draw Downs Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such paymentDraw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be due and payable in the following amounts: product obtained by multiplying (i) the Company shall pay one percent (1%) total amount of the Commitment Fee on or before the twelve (12) month anniversary of the Public Listing Date, and by (ii) the Company shall pay quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. To the extent that any amount of the Commitment Fee remains unpaid to GYBL following the date that is the one- year anniversary of the First Trading Day, the remaining amount of such Commitment Fee on or before the twenty (20) month anniversary shall become immediately due and following payment in full of the Public Listing Datefull Commitment Fee, no further installments shall be due or payable. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be due or payable in the event that the Closing does not occur. (b) On the Effective Closing Date, and following the Closing, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the First Trading Day, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the a number of Common Shares that is equal to 42.5% of the total number of Common Shares outstanding as of the Public Listing Date, at a strike price per Share equal to the lesser of (i) the closing bid price for such Common Shares on the Public Listing Date and (ii) the quotient resulting from (a) $86,000,000 divided by (b) total number of Common Shares outstanding as of the Public Listing Date, calculated equity interests on a fully diluted basis. On basis as of the first anniversary following the Public Listing Closing Date (the “Adjustment Date”including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests), if all or any portion of the Warrants remain unexercised and the average closing bid price of the Common Shares for the 10 Trading Days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current at an exercise price of the Warrants, the exercise price of such remaining Warrants shall adjust to 105% of the Current Trading Price$10.00 per Share. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares to the Purchaser that are economically equivalent to the exercise of the Warrant in full