Common use of Issue of Warrants Clause in Contracts

Issue of Warrants. 5.1 The Company shall issue and deliver, concurrently with the closing of the Initial Direct Placement, to the Investor, Warrants in accordance with this clause 5 “Issue of Warrants”, in the form set out in Exhibit F, that are exercisable within five (5) years of the date hereof to purchase up to (at the option of the Investor) 2,857,000 common shares. The Warrants shall have an exercise price, subject to adjustments as set out in Schedule F, of CDN$2.50. 5.2 For greater certainty, in respect of Warrants not issued on the date of this Agreement, delivery of a Placement Notice and an Acceptance Notice under clause 2.1 and the closing of a subscription under clause 3.3 shall be deemed to be a subscription for Common Shares and Warrants for such period as Warrants are issuable pursuant to this clause 5. The foregoing is without prejudice to the rights of the Investor under clause 5.4 in relation to the Warrants Payment in circumstances where the Warrants Payment becomes payable. 5.3 On the first anniversary of the date of this Agreement, if the Market Price of the Common Shares is less than 90 per cent of the then-current exercise price of the Warrants, the exercise price of any Warrants issued shall adjust to 105 per cent of the Market Price of the Common Shares at that time, subject to the approval of the Exchange. 5.4 Regardless of whether there is any subscription for or purchase of Common Shares under this Agreement, if the Company does not issue all of the Warrants by the date that is 18 months from the date hereof (the “Warrant Delivery Date”) for any reason whatsoever, including failure to obtain approval of the Exchange, the Company shall indemnify and pay the Investor a cash payment equal to the higher of 8 per cent of the exercise value (the exercise price of the Warrant multiplied by the number of Warrants that have not been issued of any Warrants not yet issued as calculated on the Warrant Delivery Date (the “Warrants Payment”). 5.5 The Share Lenders hereby agree that if any Underlying Common Shares are subject to any restriction or hold period, they shall lend such number of Common Shares as is equal to the relevant number of Underlying Common Shares to the holder on the terms set out in Schedule F. 5.6 The Warrants Payment shall be payable in cash by the Company on the first Business Day after the 18-month period referenced in clause 5.4 has elapsed (the “Warrant Payment Date”) by wire transfer (for same day value on the first Business Day after the Warrant Payment Date) to an account of which the Investor shall have given written details to the Company for this purpose. Upon payment of the Warrant Payment, the Company shall have no further obligation to issue Warrants pursuant to this clause 5. 5.7 The Warrants are assignable with the Company’s prior written consent, which shall not be unreasonably withheld. 5.8 For certainty, except if the Investor refuses to make a requested investment as described in clause 5.4 above, as at the date of this Agreement, the Company has an obligation to the Investor (i) to deliver Warrants to purchase up to nine point nine (9.9) per cent of the Common Shares on a fully diluted basis in accordance with this clause 5, or, (ii) if fewer than such number of Warrants are issued within 18 months of the date of this Agreement, the Warrants Payment as calculated in accordance with clause 5.4.

Issue of Warrants. ‌ 5.1 The At any time prior to the completion of the RTO, the Company shall issue and deliver, concurrently with the closing of the Initial Direct Placement, deliver to the Investor, Investor Warrants in accordance with this clause 5 “Issue of Warrants”, in the form set out in Exhibit F, that are exercisable within five three (53) years of the date hereof issued to purchase up to (at the option 9.9% of the Investor) 2,857,000 common sharesCommon Shares of the Company on a fully-diluted basis as calculated upon the completion of the RTO. The Warrants shall have an exercise price, subject to adjustments as set out in Schedule Exhibit F, equal to: (i) before the completion of CDN$2.50the RTO, the pro-rata portion of the per share price of the common shares of the Company at a US$30 million valuation; or (ii) upon the completion of the RTO, a per share price for the Common Shares of the Resulting Company at the RTO valuation of US$0.45 per share.‌ 5.2 The Company shall ensure that, in connection with, as a condition to the RTO and upon completion of the RTO, the Warrants shall be exchanged for Warrants issued by the Resulting Company with the same terms and conditions as set forth in Exhibit F thereto, and such Warrants of the Resulting Company shall be to purchase up to 9.9% of the Common Shares of the Resulting Company on a fully diluted basis as at the completion of the RTO. 5.2 5.3 For greater certainty, in respect of Warrants not issued on the date of this Agreement, delivery of a Placement Draw Down Notice and an Acceptance Notice under clause 2.1 2.3(d) and the closing of a subscription under clause 3.3 shall be deemed to be a subscription for Common Shares and Warrants for such period as Warrants are issuable pursuant to this clause 5. The foregoing is without prejudice to the rights of the Investor under clause 5.4 5.5 in relation to the Warrants Payment in circumstances where the Warrants Payment becomes payable.payable.‌ 5.3 On 5.4 After having completed the RTO and on the first anniversary of the date of this Agreementissuance of Warrants, if the Market Price of the Common Shares is less than 90 per cent of the then-then- current exercise price of the Warrants, the exercise price of any Warrants issued shall adjust to 105 per cent of the Market Price of the Common Shares at that time, subject to the approval of the Exchange. 5.4 Regardless 5.5 All Warrants shall be delivered prior to the completion of the RTO. In any case, regardless of whether there is any subscription for or purchase of Common Shares under this Agreement, if the Company does or Resulting Company do not issue all of the Warrants by the date that is 18 months pursuant to clause 5, on or before ninety (90) calendar days from the date hereof of this Agreement (the “Warrant Delivery Date”) ), for any reason whatsoever, including excepting delay or failure to obtain approval of from the ExchangeExchange for this Share Subscription Agreement or the RTO, the Company or the Resulting Company, as the case may be, shall indemnify and pay to the Investor a cash payment equal to the higher of 8 per cent equivalent value of the exercise value (Black Scholes Value of any unissued Warrants as calculated on any Trading Day chosen soley by the exercise price Investor during the three-year term of the Warrant multiplied by and the number Investor shall notify the Company or the Resulting Company in writing of Warrants that have not been issued such date on or before the end of any Warrants not yet issued as calculated on the three- year term of the Warrant Delivery Date (the “Warrants Payment”).Warrant Payment”).‌ 5.5 5.6 The Share Lenders hereby agree that if any Underlying Common Shares are subject to any restriction or hold period, they shall lend such number of Common Shares as is equal to the relevant number of Underlying Common Shares to the holder on the terms set out in Schedule F.Exhibit E. 5.6 5.7 The Warrants Payment Payment, should it be required to be paid, shall be payable in cash by the Company Company, at its sole option, on the first Business Day after the 1890-month day period referenced in clause 5.4 Error! Reference source not found. has elapsed (the “Warrant Payment Date”) by wire transfer (for same day value on the first Business Day after the Warrant Payment Date) to an account of which the Investor shall have given written details to the Company or the Resulting Company for this purpose. Upon payment of the Warrant Payment, The Company or the Resulting Company shall have no further obligation to issue Warrants pursuant to this clause 5. 5.7 5.8 The Warrants are assignable with the Company or the Resulting Company’s prior written consent, which shall not be unreasonably withheld. 5.8 5.9 For certainty, except if the Investor refuses to make a requested investment as described in clause 5.4 aboveinvestment, as at the date of this Agreement, the Company has an obligation to the Investor (i) to cause the Resulting Company to deliver Warrants to purchase up to nine point nine (9.9) per cent % of the Common Shares on a fully diluted basis in accordance with at the completion of the RTO and inaccordance to this clause 5, 5 or, (ii) if fewer than such number of Warrants are issued within 18 months of ninety (90) calendar days from the date of the this Agreement, the Warrants Payment as calculated in accordance with clause 5.4Error! Reference source not found.. 5.10 Notwithstanding the foregoing, in the event the Company does not complete an RTO, or any other public transaction, but instead does complete a private Change of Control transaction, including but not limited to a merger, acquisition, sale, share exchange or any other private business combination (“Non-RTO Transaction”), then the Investor will receive the Warrants calculated as follows: (i) exercise price for the Warrants shall be equal to the lesser of (a) ninety percent (90%) of the per share valuation of the Non-RTO Transaction or (b) the pro rata portion of the per share price of the common shares of the Company at an US$30 million valuation; (ii) a number of Warrants to purchase 9.9% of the common shares of the Company on a fully diluted basis immediately prior to the Non-RTO Transaction; and (iii) the Warrants shall be exercised on a cashless basis such that the Investor shall receive consideration in the same form as the Company’s shareholders in the Non-RTO Transaction. All other provisions of clause 5 which do not conflict with this paragraph shall remain in full force and effect.

Issue of Warrants. 5.1 The Company shall issue and deliver, concurrently with Subject to the closing performance of the obligations of IFC under the Subscription Agreement, on the Closing Day, the Company will issue to IFC the Warrants at nil consideration with such rights and obligations as detailed in the Warrant Instrument. The Initial Direct PlacementExercise Price is equal to 130% of the Signing Price. Based on the Signing Price of HK$0.12, the Initial Exercise Price is HK$0.156. Assuming (i) exercise in full of the subscription rights attaching to the InvestorWarrants; (ii) the Closing Price is not less than the Signing Price; and (iii) no Shares are further issued or repurchased, Warrants in accordance with this clause 5 “Issue of Warrants”, in the form set out in Exhibit F, that are exercisable within five (5) years of the date hereof based on 650,000,000 Subscription Shares to purchase up to (be issued and allotted at the option Signing Price of the Investor) 2,857,000 common shares. The Warrants shall have an exercise price, subject to adjustments as set out in Schedule F, of CDN$2.50. 5.2 For greater certainty, in respect of Warrants not issued on the date of this Agreement, delivery of a Placement Notice and an Acceptance Notice under clause 2.1 HK$0.12 and the closing of a subscription under clause 3.3 shall be deemed to be a subscription for Common Shares and Warrants for such period as Warrants are issuable pursuant to this clause 5. The foregoing is without prejudice to the rights of the Investor under clause 5.4 in relation to the Warrants Payment in circumstances where the Warrants Payment becomes payable. 5.3 On the first anniversary of the date of this Agreement, if the Market Initial Exercise Price of the Common HK$0.156, 500,000,000 Warrant Shares is less than 90 per cent of the then-current exercise price of will be issued and allotted under the Warrants, the exercise price of any Warrants issued shall adjust to 105 per cent representing (a) approximately 7.82% of the Market Price issued share capital of the Common Shares at that time, subject to the approval of the Exchange. 5.4 Regardless of whether there is any subscription for or purchase of Common Shares under this Agreement, if the Company does not issue all of the Warrants by the date that is 18 months from the date hereof (the “Warrant Delivery Date”) for any reason whatsoever, including failure to obtain approval of the Exchange, the Company shall indemnify and pay the Investor a cash payment equal to the higher of 8 per cent of the exercise value (the exercise price of the Warrant multiplied by the number of Warrants that have not been issued of any Warrants not yet issued as calculated on the Warrant Delivery Date (the “Warrants Payment”). 5.5 The Share Lenders hereby agree that if any Underlying Common Shares are subject to any restriction or hold period, they shall lend such number of Common Shares as is equal to the relevant number of Underlying Common Shares to the holder on the terms set out in Schedule F. 5.6 The Warrants Payment shall be payable in cash by the Company on the first Business Day after the 18-month period referenced in clause 5.4 has elapsed (the “Warrant Payment Date”) by wire transfer (for same day value on the first Business Day after the Warrant Payment Date) to an account of which the Investor shall have given written details to the Company for this purpose. Upon payment of the Warrant Payment, the Company shall have no further obligation to issue Warrants pursuant to this clause 5. 5.7 The Warrants are assignable with the Company’s prior written consent, which shall not be unreasonably withheld. 5.8 For certainty, except if the Investor refuses to make a requested investment as described in clause 5.4 above, as at the date of this Agreement, announcement; and (b) approximately 6.63% of the issued share capital of the Company has an obligation as enlarged by the allotment and issue of the Subscription Shares and Warrant Shares. The subscription rights attaching to the Investor (i) Warrants may be exercised by IFC at any time and from time to deliver time within 5 years period starting from the Closing Day. The Exercise Price and the Entitlement are subject to adjustments. The Warrants to purchase up to nine point nine (9.9) per cent of the Common Shares on a fully diluted basis and all rights thereunder are transferable in accordance with this clause 5, or, (ii) if fewer than such number of Warrants are issued within 18 months the Warrant Instrument without charge to IFC and without the consent of the date of this Company. Pursuant to the Loan Agreement, IFC agrees to lend, and the Warrants Payment Borrower, agrees to borrow the Loan. Pursuant to the Loan Agreement, it will be an event of default if, among other things, any of the Founding Shareholders accepts or gives an irrevocable undertaking to accept any offer (as calculated defined in accordance with clause 5.4the Takeovers Code) made pursuant to the Takeovers Code. If an event of default occurs and is continuing, the Loan, all interest accrued on it and such other amount payable under the Loan Agreement will become immediately due and payable upon IFC’s notice.

Issue of Warrants. 5.1 The Company shall issue and deliver, concurrently with the closing of the Initial Direct Placement, deliver to the Investor, Investor Warrants in accordance with this clause 5 “Issue of Warrants”, in the form set out in Exhibit F, that are exercisable within five three (53) years of the date hereof to purchase up to (at the option 6% of the Investor) 2,857,000 common sharesCommon Shares of the Company on a fully-diluted basis as calculated upon the completion of the RTO. The Warrants shall have an exercise price, subject to adjustments as set out in Schedule Exibit F, equal to the greatest of CDN$2.50(i) the Closing Price per Common Share on the first day of trading of the Resulting Company’s Common Shares, (ii) the pro-rata portion of the per share price of the common shares of the Company at an $8 million valuation and (iii) the lowest price accepted by the Exchange. Investor hereby agrees that it will not exercise any Warrants until a period of four months and one day from the date of the completion of the RTO has expired, or, if the RTO has not been completed by May , 2020, until a period of four months and one day from the date of this Agreement has expired. 5.2 The Company shall ensure that, in connection with, as a condition to the RTO and upon completion of the RTO, the Warrants shall be exchanged for Warrants issued by the Resulting Company with the same terms and conditions as set forth in Exibit F thereto, and such Warrants of the Resulting Company shall be to purchase up to 6% of the Common Shares of the Resulting Company on a fully diluted basis as at the completion of the RTO. For greater certainty, in respect of Warrants not issued on the date of this Agreement, delivery of a Placement Draw Down Notice and an Acceptance Notice under clause 2.1 2.3(d) and the closing of a subscription under clause 3.3 shall be deemed to be a subscription for Common Shares and Warrants for such period as Warrants are issuable pursuant to this clause 5. The foregoing is without prejudice to the rights of the Investor under clause 5.4 in relation to the Warrants Payment in circumstances where the Warrants Payment becomes payable. 5.3 On After having completed the RTO and on the first anniversary of the date of this Agreementissuance of Warrants, if the Market Price of the Common Shares is less than 90 per cent of the then-current exercise price of the Warrants, the exercise price of any Warrants issued shall adjust to 105 per cent of the Market Price of the Common Shares at that time, subject to the approval of the Exchange. 5.4 Regardless All Warrants shall be delivered concurrently with the execution of this Agreement. In any case, regardless of whether there is any subscription for or purchase of Common Shares under this Agreement, if the Company does or Resulting Company do not issue all of the Warrants by the date that is 18 months pursuant to clause 5, on or before ninety (90) calendar days from the date hereof of this Agreement (the “Warrant Delivery Date”) ), for any reason whatsoever, including excepting failure to obtain approval of from the Exchange, the Company or the Resulting Company, as the case may be, shall indemnify and pay to the Investor a cash payment equal to the higher of 8 per cent equivalent value of the exercise value (Black Scholes Value of any unissued Warrants as calculated on any Trading Day chosen soleby by the exercise price Investor during the three-year term of the Warrant multiplied by and the number Investor shall notify the Company or the Resulting Company in writing of Warrants that have not been issued such date on or before the end of any Warrants not yet issued as calculated on the three-year term of the Warrant Delivery Date (the “Warrants Warrant Payment”). 5.5 The Share Lenders hereby agree that if any Underlying Common Shares are subject to any restriction or hold period, they shall lend such number of Common Shares as is equal to the relevant number of Underlying Common Shares to the holder on the terms set out in Schedule Exibit F. 5.6 The Warrants Payment Payment, should it be required to be paid, shall be payable in cash by the Company Company, at its sole option, on the first Business Day after the 1890-month day period referenced in clause 5.4 has elapsed (the “Warrant Payment Date”) by wire transfer (for same day value on the first Business Day after the Warrant Payment Date) to an account of which the Investor shall have given written details to the Company or the Resulting Company for this purpose. Upon payment of the Warrant Payment, The Company or the Resulting Company shall have no further obligation to issue Warrants pursuant to this clause 5. 5.7 The Warrants are assignable with the Company or the Resulting Company’s prior written consent, which shall not be unreasonably withheld. 5.8 For certainty, ,except if the Investor refuses to make a requested investment as described in clause 5.4 aboveinvestment, as at the date of this Agreement, the Company has an obligation to the Investor (i) subject to the approval of the Exchange, to cause the Resulting Company to deliver Warrants to purchase up to nine point nine (9.9) per cent 6% of the Common Shares on a fully diluted basis at the completion of the RTO and in accordance with to this clause 5, 5 or, (ii) if fewer than such number of Warrants are issued within 18 months of ninety (90) calendar days from the date of the this Agreement, the Warrants Payment as calculated in accordance with clause 5.4. 5.9 Notwithstanding the foregoing, in the event the Company does not complete an RTO, or any other public transaction, but instead does complete a private transaction, including but not limited to a merger, acquisition, sale, share exchange or any other private business combination (“Non-RTO Transaction”), then the Investor will receive the Warrants calculated as follows: (i) exercise price for the Warrants shall be equal to the lesser of (a) ninety percent (90%) of the per share valuation of the Non-RTO Transaction or (b) the pro rata portion of the per share price of the common shares of the Company at an $8 million valuation; (ii) a number of Warrants to purchase 6% of the common shares of the Company on a fully diluted basis immediately prior to the Non-RTO Transaction; and (iii) the Warrants shall be exercised on a cashless basis such that the Investor shall receive consideration in the same form as the Company’s shareholders in the Non-RTO Transaction. All other provisions of clause 5 which do not conflict with this paragraph shall remain in full force and effect.

Issue of Warrants. 5.1 The Company shall issue (a) A maximum of 4,116,945 Warrants entitling Warrantholders to purchase an aggregate maximum of 4,116,945 Common Shares, or such other kind and deliveramount of Underlying Securities pursuant to the provisions of sections 2.13 and 2.14, concurrently with as the closing case may be, are hereby created and authorized to be issued from time to time upon receipt by the Trustee of: (i) a copy of a notice pursuant to Section 4.4(b) of the Initial Direct Placement, Special Warrant Indenture notifying the Corporation of the due exercise of Special Warrants; or (ii) a written order of the Corporation instructing the Trustee to the Investor, issue Warrants in accordance with this clause 5 “Issue satisfaction of the due exercise of Compensation Options. Such notice and the written order of the Corporation shall set out the particulars (including the number and the date of the due exercise) of the exercised Special Warrants and Compensation Options, respectively, the person in whose name the Warrants are to be issued, the address of such person and delivery instructions for the certificate representing the Warrants”. (b) Upon receipt of a notice or written order of the Corporation pursuant to Section 2.1(a), in certificates representing the form Warrants to be issued shall be (i) prepared (reflecting the particulars set out in Exhibit Fsuch notice or order, that are exercisable within five (5as the case may be) years of the date hereof to purchase up to (at the option of the Investor) 2,857,000 common shares. The Warrants shall have an exercise price, subject to adjustments as set out in Schedule F, of CDN$2.50. 5.2 For greater certainty, in respect of Warrants not issued on the date of this Agreement, delivery of a Placement Notice and an Acceptance Notice under clause 2.1 and the closing of a subscription under clause 3.3 shall be deemed to be a subscription for Common Shares and Warrants for such period as Warrants are issuable pursuant to this clause 5. The foregoing is without prejudice to the rights of the Investor under clause 5.4 in relation to the Warrants Payment in circumstances where the Warrants Payment becomes payable. 5.3 On the first anniversary of the date of this Agreement, if the Market Price of the Common Shares is less than 90 per cent of the then-current exercise price of the Warrants, the exercise price of any Warrants issued shall adjust to 105 per cent of the Market Price of the Common Shares at that time, subject to the approval of the Exchange. 5.4 Regardless of whether there is any subscription for or purchase of Common Shares under this Agreement, if the Company does not issue all of the Warrants executed by the date that is 18 months from the date hereof (the “Warrant Delivery Date”) for any reason whatsoever, including failure to obtain approval of the Exchange, the Company shall indemnify and pay the Investor a cash payment equal to the higher of 8 per cent of the exercise value (the exercise price of the Warrant multiplied by the number of Warrants that have not been issued of any Warrants not yet issued as calculated on the Warrant Delivery Date (the “Warrants Payment”). 5.5 The Share Lenders hereby agree that if any Underlying Common Shares are subject to any restriction or hold period, they shall lend such number of Common Shares as is equal to the relevant number of Underlying Common Shares to the holder on the terms set out in Schedule F. 5.6 The Warrants Payment shall be payable in cash by the Company on the first Business Day after the 18-month period referenced in clause 5.4 has elapsed (the “Warrant Payment Date”) by wire transfer (for same day value on the first Business Day after the Warrant Payment Date) to an account of which the Investor shall have given written details to the Company for this purpose. Upon payment of the Warrant Payment, the Company shall have no further obligation to issue Warrants pursuant to this clause 5. 5.7 The Warrants are assignable with the Company’s prior written consent, which shall not be unreasonably withheld. 5.8 For certainty, except if the Investor refuses to make a requested investment as described in clause 5.4 above, as at the date of this Agreement, the Company has an obligation to the Investor (i) to deliver Warrants to purchase up to nine point nine (9.9) per cent of the Common Shares on a fully diluted basis in accordance with this clause 5, orCorporation, (ii) if fewer than such number of Warrants are issued within 18 months certified by or on behalf of the date of this Agreement, the Warrants Payment as calculated Trustee and (iii) delivered (in accordance with clause 5.4the instructions set out in the notice or written order of the Corporation, or otherwise by the Warrantholder) by or on behalf of the Trustee, all in accordance with sections 2.3 and 2.4. (c) Notwithstanding Section 2.1(a), the Series B Special Warrants shall not be or become exercisable for Underlying Securities unless and until the Corporation's shareholders approve the issue of the underlying securities on or before the 60th day immediately following the date hereof, 2003 and, if such approval is not so granted, the purchase price paid for the Series B Special Warrants shall be held in escrow pursuant to the Special Warrant Indenture.

Issue of Warrants. 5.1 ‌ (a) Subject to the Required Approvals, the Company shall issue to each of the Investor and Secoya or to their order one (1) or more Warrant(s) represented by one or more Warrant Certificates (the form of which is set out in Schedule 6) to subscribe for up to a number of Shares collectively equivalent to seven per cent (7%) of the issued and outstanding Shares as at the time of the Company’s initial Listing, at an exercise price equivalent to one hundred and thirty-five per cent (135%) of the VWA Price five (5) Business Days following the Listing of the Shares. The Company shall issue and deliver, concurrently with the closing ensure that fifty per cent (50%) of the Initial Direct Placement, Warrants issued pursuant to this Clause 3.5 are issued to the InvestorInvestor and that the other fifty per cent (50%) are issued to Secoya, Warrants in accordance with this clause 5 “Issue of Warrants”or, in each case to their respective order.‌ (b) The Warrant Certificate and the form Warrant represented thereby shall be issued on and subject to the terms set out in Exhibit Fthe Warrant Conditions and the relevant Warrant Certificate, provided that are any Warrant issued pursuant to this Agreement shall be exercisable within five (5) years of the date hereof to purchase up to (at the option of the signing of this Agreement. No additional consideration shall be payable by the Investor, Secoya or otherwise for the issue of the Warrants. (c) 2,857,000 common shares. The Company undertakes that it shall procure that all Required Approvals for the issuance of the Warrants shall have an exercise price, subject to adjustments as set out in Schedule F, of CDN$2.50. 5.2 For greater certainty, in respect of Warrants not issued this Clause 3.5 are obtained on or before the date of this Agreement, delivery of a Placement Notice and an Acceptance Notice under clause 2.1 and the closing of a subscription under clause 3.3 shall be deemed to be a subscription for Common Shares and Warrants for such period as Warrants are issuable pursuant to this clause 5. The foregoing is without prejudice to the rights of the Investor under clause 5.4 in relation to the Warrants Payment in circumstances where the Warrants Payment becomes payable. 5.3 On the first anniversary of the date of this Agreement, if the Market Price of the Common Shares is less than 90 per cent of the then-current exercise price of the Warrants, the exercise price of any Warrants issued shall adjust to 105 per cent of the Market Price of the Common Shares at that time, subject to the approval of the Exchange. 5.4 Regardless of whether there is any subscription for or purchase of Common Shares under this Agreement, if (d) If the Company does not issue all of the Warrants by the date that is 18 months Warrant(s) according to Clause 3.5(a) on or before ninety (90) calendar days from the Listing date hereof specified in Clause 3.5(a)‌ (the “Warrant Delivery Date”) for any reason whatsoever), including failure to obtain approval of the Exchange, then the Company undertakes that it shall indemnify and pay to the Investor a cash payment equal to the equivalent value of: (i) the Black Scholes Value at that date; or (ii) three hundred forty-nine thousand Singapore Dollars (SGD 349,000); whichever amount is higher of 8 per cent of the exercise value (the exercise price of the Warrant multiplied by the number of Warrants that have not been issued of any Warrants not yet issued as calculated on the Warrant Delivery Date (the “Warrants Payment”). 5.5 The Share Lenders hereby agree that if any Underlying Common Shares are subject to any restriction or hold period, they shall lend such number of Common Shares as is equal to the relevant number of Underlying Common Shares to the holder on the terms set out in Schedule F. 5.6 The Warrants Payment shall be payable in cash by the Company on the first Business Day after the 18-month period referenced in clause 5.4 has elapsed (the “Warrant Fee”). Payment Date”) by wire transfer (for same day value on the first Business Day after the Warrant Payment Date) to an account of which the Investor shall have given written details Company to the Company for this purpose. Upon payment of the Warrant PaymentInvestor, the Company shall have no further obligation to issue Warrants pursuant to this clause 5. 5.7 The Warrants are assignable Clause 3.5(d), will be satisfied by the allotment and issuance of Shares to the Investor, with the Company’s prior written consent, which shall not be unreasonably withheld. 5.8 For certainty, except if the Investor refuses such allotment and issuance to make a requested investment as described in clause 5.4 above, as at occur within fifteen (15) Trading Days after the date of this Agreement, ). The number of Shares to be so issued as payment of the Company has an obligation Warrant Fee shall be determined with reference to the Investor (i) to deliver Warrants to purchase up to nine point nine (9.9) per cent of the Common Shares Closing Trade Price on a fully diluted basis in accordance with this clause 5, or, (ii) if fewer than such number of Warrants are issued within 18 months of the date of this Agreement. When so issued the Shares shall be duly authorised, validly issued, fully paid, capable of being Listed and Tradeable, and free from any Encumbrances (other than those provided for in the Warrants Payment as calculated in accordance with clause 5.4Constitution, if any) and all taxes (including any documentary stamp tax) are fully paid.