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 due upon each Draw Down may be paid in cash from the proceeds of such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the 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. 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 shall 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 4.2% of the total number of the Common Shares outstanding immediately after the completion of the Public Listing (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 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 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 such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the 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. To Notwithstanding the extent foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that any amount such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee remains unpaid to GYBL following shall have been paid on or before the date that is the one-year first anniversary of the First Trading Day, the remaining amount shall become immediately duePublic 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 4.26.0% of the total number of the equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion of the Public Listing (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 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 DateDate (in the case of a Public Listing other 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- 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 such the Draw Down Downs or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Downpayment, at the option of the Company. The amount Commitment Fee shall be due and payable in the following amounts: (i) the Company shall pay one percent (1%) of the Commitment Fee due in each such installment shall be on or before the product obtained by multiplying twelve (i12) the total amount month anniversary of the Commitment Fee by Public Listing Date, and (ii) the quotient derived by dividing (y) Company shall pay the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. To the extent that any remaining amount of the such Commitment Fee remains unpaid to GYBL following on or before the date that is the one-year twenty (20) month anniversary of the First Trading Day, the remaining amount shall become immediately duePublic 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 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 4.24% of the total number of the Common Shares outstanding immediately after the completion as of the Public Listing (including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basisDate, 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 such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the 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. To Notwithstanding the extent foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that any amount such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee remains unpaid to GYBL following shall have been paid on or before the date that is the one-year first anniversary of the First Trading Day, the remaining amount shall become immediately duePublic 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 4.23.0% of the total number of the equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion of the Public Listing (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 closing bid lesser of (i) the public offering price for such Common Shares on (in the Public Listing Date. On case of an initial public offering) or 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 on the 10 Trading Days following the Adjustment Public Listing Date (in the “Current Trading Price”case of a Public Listing other than an initial public offering), or (ii) is less than 90% the quotient obtained by dividing $650 million by the total number 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. equity interests (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 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 number of Common Shares to Shares, assuming the Purchaser that are economically equivalent to the exercise conversion or exchange of the Warrant in full.all 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 such any Draw Down or in freely tradeable Common Shares of the Company valued at and shall be due and payable in the Daily Closing Price at following amounts: (i) the time of such Draw Down, at the option of the Company. The amount Company shall pay 67% of the Commitment Fee due in each such installment shall be on the product obtained by multiplying (i) the total amount first anniversary of the Commitment Fee by Public Listing Date, and (ii) the quotient derived by dividing (y) the value Company shall pay 33% 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 shall become immediately dueof such Commitment Fee on the eighteen (18) month anniversary from 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 herewith but shall not be payable in the event that the Company if a Public Listing does not achieve a Public Listingoccur 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 4.24% of the total number of the Common Shares outstanding immediately after the completion as of the Public Listing (including any Common Shares issued pursuant to an over-allotment option)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 For avoidance of doubt, in 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 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 such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the 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. To Notwithstanding the extent foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that any amount such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 50% of the Commitment Fee remains unpaid to GYBL following shall have been paid on or before the date that is the one-year first anniversary of the First Trading Day, Public Listing Date and 100% of the remaining amount Commitment Fee shall become immediately duehave been paid on or before the eighteen (18) 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 4.23.3% of the total number of the equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion of the Public Listing (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 (i) the 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 for such Common Shares on the Public Listing Date. On the first anniversary following 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 such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the 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. 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 shall 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 4.25.7% of the total number of the Common Shares outstanding immediately after the completion as of the Public Listing (including any Common Shares issued pursuant to an over-allotment option)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- 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 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 such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the 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. To the extent that any amount of the Commitment Fee remains unpaid to GYBL following the date that is the one-one- year anniversary of the First Trading Day, the remaining amount shall become immediately duedue and following payment in full of the full 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 Company Closing does not achieve a Public Listingoccur. (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 4.22.5% of the total number of the Common Shares outstanding immediately after the completion of the Public Listing (including any Common Shares issued pursuant to an over-allotment option), calculated equity interests on a fully diluted basisbasis as of the Closing Date (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests), 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 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 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 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 such Draw 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 Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the 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. To Notwithstanding the extent 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 date that is 270 days from the Effective Date (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 Commitment Fee remains unpaid to GYBL following the date that is the one-year anniversary of the First Trading Day, the remaining amount shall become immediately dueoutstanding as described in Section 4.12(d). 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 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 4.2% $13.00. On each of the total number of the Common Shares outstanding immediately after the completion of the Public Listing (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 closing bid price for such Common Shares on the Public Listing Date. On the first and 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- 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 due upon each Draw Down set forth below, which may be paid either in cash from the proceeds of such a Draw Down or in freely tradeable Common Shares Stock of the Company valued at the Daily Closing Price at on the time of such Draw DownSettlement Date, at the option of the Company. The amount of the Commitment Fee due in each such installment on a Settlement Date shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (yx) the value of Shares purchased pursuant to proceeds received by the applicable Draw Down Company on such Settlement Date by (zy) the Aggregate Limit. To the extent that any amount of the Commitment Fee remains unpaid to GYBL Purchaser following the date that is the one-year anniversary of the First Trading Day, the remaining amount shall become immediately due. For the avoidance of doubt, (1) 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, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (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 4.22% of the total number of the Common Shares Stock outstanding immediately after the completion as of the Public Listing (including any Common Shares issued pursuant to an over-allotment option)Date, calculated on a fully diluted basis, at a strike price per Share share equal to the closing bid price Daily Closing Price for such Common Shares 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- 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 to 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 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 such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the 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. To Notwithstanding the extent foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that any amount such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee remains unpaid to GYBL following shall have been paid on or before the date that is the one-year first anniversary of the First Trading Day, the remaining amount shall become immediately duePublic 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 4.22% of the total number of the 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 immediately after the completion of the Public Listing (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 Common Shares of the SPAC’s common stock as reported by the New York Stock Exchange on the Public Listing Effective Date. On , and (ii) the first anniversary following public offering price (in the Public Listing Date (case of an initial public offering) or 90% the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the average closing bid price of the Common Shares for on the 10 Trading Days following the Adjustment Public Listing Date (in the “Current Trading Price”) is less case of a Public Listing other 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 Pricean initial public offering (e.g. Reverse Merger Transaction)). (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 such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment of the First Tranche shall be the product obtained by multiplying (i) the 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 LimitFirst Tranche. To The amount of Additional Commitment Fee due in each such installment of the extent 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 any amount such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee remains unpaid to GYBL following and, if the date that is Company has completed Draw Downs for all or any part of the one-year Second Tranche, the Additional Commitment Fee shall have been paid on or before the second anniversary of the First Trading DayPublic Listing Date, provided that, if the remaining amount Company has completed its first Draw Down for any part of the Second Tranche following the secondary anniversary of the Public Listing Date, 100% of the Additional Commitment Fee shall become immediately duehave been paid on or before the 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 ListingListing 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 4.24.0% of the total number of the equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion of the Public Listing (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 closing bid price for such 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- 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 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 such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the 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. To Notwithstanding the extent foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that any amount such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long (x) as 50% of the Commitment Fee remains unpaid to GYBL following shall have been paid on or before the date that is the one-year six (6) month anniversary of the First Trading DayEffective Date, and (y) 100% of the Commitment Fee shall have been paid on or before the nine (9) month anniversary of the Effective Date. On the Effective Date, the remaining Company shall place a cash amount equal to the Commitment Fee either into an escrow account as agreed between the Parties or shall become immediately dueissue shares to the Purchaser as described in Section 4.12(d). 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. If any sum payable under this Section 4.12(a) is not paid on the due date for payment (following due notification from the Company), interest shall accrue on such sum from and (2) no 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. The parties acknowledge that the penalty provision in the prior sentence is not in lieu of payment of the Commitment Fee Fee, which shall be payable fully earned on the date that such payment is due as provided in the event that the Company does not achieve a Public Listingthis Section 4.12(a). (b) On the Effective 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 DayEffective Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of 467,800 Common Shares that is equal to 4.2% of the total number of the Common Shares outstanding immediately after the completion of the Public Listing (including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basisShares, at a strike an exercise price per Share equal to the closing bid price for such Common Shares on the Public Listing Date$3.95. On the first 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 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 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. (d) On the Effective Date, unless the Company shall have placed a cash amount into escrow pursuant to the option set forth in Section 4.12(a), the Company shall issue a number of Common Shares to GYBL equal to the Commitment Fee, divided by the Daily Closing Price on the Effective Date (the “Commitment Fee Shares”). The Commitment Fee Shares shall bear the following restrictive legend (the “Legend”): THESE SHARES ARE SUBJECT TO RESTRICTIONS ON RESALE PURSUANT TO A SHARE PURCHASE AGREEMENT AMONG THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH SHARE PURCHASE AGREEMENT. The Company shall use commercially reasonable efforts to cause the Legend to be removed from any Commitment Fee Shares (x) upon payment of any portion of the Commitment Fee by the Company in Common Shares pursuant to Section 4.12(a) above or (y) no later than the first anniversary of the Effective Date. (i) If, on the 90th, 180th, or 270th day after the Effective Date, GYBL holds Commitment Fee Shares which have an aggregate value (calculated by reference to the Daily Closing Price) which is less than the portion of the Commitment Fee that remains unpaid (the “Shortfall”), then the Company shall promptly issue additional Commitment Fee Shares to GYBL equal in value to the Shortfall. (ii) If, on the 90th, 180th, or 270th day after the Effective Date or the date upon which the Commitment Fee has been paid in full, if earlier, GYBL holds Commitment Fee Shares that have an aggregate value (calculated by reference to the Daily Closing Price) that is greater than the portion of the Commitment Fee to be paid on such date (the “Surplus”), then GYBL shall promptly return to the Company a number of Commitment Fee Shares equal in value to the Surplus.

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 due upon each Draw Down set forth below, which may be paid either in cash from the proceeds of such a Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at on the time of such Draw DownSettlement Date, at the option of the Company. The amount of the Commitment Fee due in each such installment on a Settlement Date shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (yx) the value of Shares purchased pursuant to proceeds received by the applicable Draw Down Company on such Settlement Date by (zy) 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 shall become immediately due. For the avoidance of doubt, (1) 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, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (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 4.25.0% of the total number of the Common Shares outstanding immediately after the completion as of the Public Listing (including any Common Shares issued pursuant to an over-allotment option)Date, calculated on a fully diluted basis, at a strike price per Share equal to the closing bid price 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- 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 to 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 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 such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the 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. 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 DayPublic Listing Date, the remaining amount shall 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 4.24.0% of the total number of the equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion of the Public Listing (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 DateDate (in the case of a Public Listing other than an initial public offering), or (ii) the quotient obtained by dividing $700 million by the total number of equity interests (equal to the number of Common Shares, assuming the conversion or exchange of all 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- 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 to 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 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 such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the 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. To Notwithstanding the extent foregoing but at all times subject to Section 7.01, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that any amount such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee remains unpaid to GYBL following the date that is the one-year anniversary shall have been paid within twelve (12) months of the First Trading Day, the remaining amount shall become immediately duePublic 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 4.21.5% of the total number of the 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 immediately after the completion of the Public Listing (including any Common Shares issued pursuant to an over-allotment option)Listing, calculated on a fully diluted basis, at a strike an exercise price per Share equal to 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 DateDate (in the case of a Public Listing other 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- 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.