Common use of NONCIRCUMVENTION Clause in Contracts

NONCIRCUMVENTION. The Company covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant and (iii) shall, for so long as this Warrant is outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of this Warrant, the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of this Warrant (without regard to any limitations on exercise of this Warrant).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporationcorporate charter, Bylaws bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants or this WarrantWarrant Agreement, and will at all times in good faith carry out all the provisions of the Warrants and this Warrant and take all action as may be required to protect the rights of the HolderAgreement. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant the Warrants above the Exercise Warrant Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant the Warrants, and (iii) shall, for so long as this Warrant is the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of this Warrantthe Warrants, 100% of the number of shares of Common Stock as shall from time to time be necessary to effect the issuable upon exercise of this Warrant the Warrants then outstanding (without regard to any limitations on exercise of this Warrantexercise).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporationcharter, Bylaws bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant Warrant, and (iii) shall, for so long as this Warrant is any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of this Warrantthe Warrants, one hundred five percent (105%) of the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of this Warrant the Warrants then outstanding (without regard to any limitations on exercise of this Warrantexercise).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of IncorporationIncorporation or Bylaws, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock Shares upon the exercise of this Warrant Warrant, and (iii) shall, for so long as this Warrant is any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common StockShares, solely for the purpose of effecting the exercise of this Warrantthe Warrants, 100% of the number of shares of Common Stock Shares as shall from time to time be necessary to effect the exercise of this Warrant the Warrants then outstanding (without regard to any limitations on exercise of this Warrantexercise).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of IncorporationCharter, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this WarrantNote, and will at all times in good faith carry out all of the provisions of this Warrant Note and take all action as may be required to protect the rights of the HolderHolder of this Note. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise conversion of this Warrant Note above the Exercise Conversion Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock upon the exercise conversion of this Warrant Note, and (iii) shall, for so long as this Warrant is any of the Notes are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise conversion of this Warrantthe Notes, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise conversion of this Warrant (without regard to any limitations on exercise of this Warrant)the Notes then outstanding.

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate certificate of Incorporation, Bylaws incorporation or bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this WarrantNote, and will at all times in good faith carry out all of the provisions of this Warrant Note and take all action as may be required to protect the rights of the HolderHolder of this Note. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock Ordinary Shares receivable upon the exercise conversion of this Warrant Note above the Exercise Conversion Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock Ordinary Shares upon the exercise conversion of this Warrant Note, and (iii) shall, for so long as this Warrant is any of the Notes are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common StockOrdinary Shares, solely for the purpose of effecting the exercise conversion of this Warrantthe Notes, the maximum number of shares of Common Stock Ordinary Shares as shall from time to time be necessary to effect the exercise conversion of this Warrant the Notes then outstanding (without regard to any limitations on exercise of this Warrantconversion).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws Incorporation or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out comply with all the provisions of this Warrant and take all action as may be required to protect actions consistent with effectuating the rights purposes of the Holderthis Warrant. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock Shares upon the exercise of this Warrant Warrant, and (iii) shall, for so long as this Warrant is outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common StockShares, solely for the purpose of effecting the exercise of this Warrant, 100% of the number of shares of Common Stock as shall from time to time be necessary to effect the Shares issuable upon exercise of this Warrant the Warrants then outstanding (without regard to any limitations on exercise of this Warrantexercise).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate Articles of Incorporation, Bylaws Association or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holderholder of this Warrant. Without limiting the generality of the foregoing, the Company (i) shall will not increase the par value of any shares of Common Stock Ordinary Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall will take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock Ordinary Shares upon the exercise of this Warrant Warrant, and (iii) shallwill, for so long as this Warrant is any of the SPA Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common StockOrdinary Shares, solely for the purpose of effecting the exercise of this Warrantthe SPA Warrants, 100% of the number of shares of Common Stock Ordinary Shares as shall from time to time be necessary to effect the exercise of this Warrant (without regard to any limitations on exercise of this Warrant)the SPA Warrants then outstanding.

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws constitution or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (ia) shall not increase the par nominal value of any shares of Common Stock the Class B Ordinary Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, (iib) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock non-assessable Class B Ordinary Shares upon the exercise of this Warrant Warrant, and (iiic) shall, for so long as this the Warrant is outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common StockClass B Ordinary Shares, solely for the purpose of effecting the exercise of this the Warrant, the maximum number of shares of Common Stock Class B Ordinary Shares as shall from time to time be necessary to effect the exercise of this the Warrant then outstanding (without regard to any limitations on exercise of this Warrantexercise).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate Articles of Incorporation, Bylaws as amended or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall will not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall will take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant Warrant, and (iii) shallwill, for so long as this Warrant is any of the SPA Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of this Warrantthe SPA Warrants, the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of this Warrant the SPA Warrants then outstanding (without regard to any limitations on exercise of this Warrantexercise).

NONCIRCUMVENTION. The Company covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant and (iii) shall, from and after the Authorized Shares Increase Date and for so long as this Warrant is outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of this Warrant, the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of this Warrant (without regard to any limitations on exercise of this Warrant).

NONCIRCUMVENTION. The Company covenants and agrees that the Company will not, by amendment of its Certificate Articles of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant and (iii) shall, for so long as this Warrant is any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of this Warrantthe Warrants, the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of this Warrant the Warrants then outstanding (without regard to any limitations on exercise of this Warrantexercise).

NONCIRCUMVENTION. The Company covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant and (iii) shall, for so long as this Warrant is any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of this Warrantthe Warrants, the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of this Warrant the Warrants then outstanding (without regard to any limitations on exercise of this Warrantexercise).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate certificate of Incorporationincorporation, Bylaws bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of non-assessable Common Stock Shares upon the exercise of this Warrant Warrant, and (iii) shall, for so long as this Warrant is any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common StockShares, solely for the purpose of effecting the exercise of this Warrantthe Warrants, the maximum number of shares of Common Stock Shares as shall from time to time be necessary to effect the exercise of this Warrant the Warrants then outstanding (without regard to any limitations on exercise of this Warrantexercise).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate Articles of IncorporationIncorporation or Bylaws, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant Warrant, and (iii) shall, for so long as this Warrant is outstanding, shall take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of this Warrant, the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of this Warrant (without regard to any limitations on exercise of this Warrantexercise).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate articles of Incorporationincorporation, Bylaws bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (ia) shall not increase the par value of any shares of the Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (iib) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock upon the exercise of this Warrant Warrant, and (iiic) shall, for so long as this the Warrant is outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of this the Warrant, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of this the Warrant then outstanding (without regard to any limitations on exercise of this Warrantexercise).

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate articles of Incorporationincorporation, Bylaws bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (ia) shall not increase the par value of any shares of Common the Preferred Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (iib) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Preferred Stock upon the exercise of this Warrant Warrant, and (iiic) shall, for so long as this the Warrant is outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Preferred Stock, solely for the purpose of effecting the exercise of this the Warrant, the maximum number of shares of Common Preferred Stock as shall from time to time be necessary to effect the exercise of this the Warrant then outstanding (without regard to any limitations on exercise of this Warrantexercise).