Common use of Ownership Limitation; Commitment Amount Clause in Contracts

Ownership Limitation; Commitment Amount. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement to the extent that after giving effect to such receipt of Common Shares would, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 9.99% of the outstanding number of Common Shares (the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than the next business day on which the transfer agent for the Common Shares is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding. In connection with each Advance Notice delivered by the Company, any portion of the Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) result in the aggregate Purchase Price of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the amount of the Advance requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, Investor will promptly notify the Company of such event. The Ownership Limitation may be waived by the Investor as to itself and its affiliates upon not less than 65 days prior notice to the Company. During the term of this Agreement, the Investor on behalf of itself and its affiliates hereby agrees not to acquire beneficial ownership any Common Shares, or securities convertible into Common Shares, to the extent such acquisition would materially limit the Company’s ability to exercise its right to issue Advances hereunder.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will inform the Company in writing of the number of Ordinary Shares the Investor currently beneficially owns. At the request of the Investor, the Company shall promptly confirm orally or in writing (which may be by e-mail) to the Investor the number of Ordinary Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Ordinary Shares under this Agreement to the extent that after giving effect to such receipt of Common Shares wouldwhich, when aggregated with all other Common Ordinary Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 9.994.99% of the then outstanding voting power or number of Common Ordinary Shares (the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than the next business day on which the transfer agent for the Common Shares is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding. In connection with each Advance Notice delivered by the CompanyPurchase Notice, any portion of the Advance Shares requested to be purchased in such Purchase Notice that would (i) cause the Investor to exceed the Ownership Limitation or (ii) result in cause the aggregate Purchase Price number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Purchase Notice shall be deemed automatically modified to reduce the amount number of the Advance Shares requested to be purchased by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Ownership Limitation may be waived by the Investor as to itself and its affiliates upon not less than 65 days prior notice to the Company. During the term of this Agreement, the Investor on behalf of itself and its affiliates hereby agrees not to acquire beneficial ownership any Common Shares, or securities convertible into Common Shares, to the extent such acquisition would materially limit the Company’s ability to exercise its right to issue Advances hereunder.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor shall inform the Company in writing of the number of Ordinary Shares the Investor then beneficially owns. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Ordinary Shares under this Agreement to the extent that after giving effect to such receipt of Common Shares wouldwhich, when aggregated with all other Common Ordinary Shares beneficially owned by the Investor and its affiliates Affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates Affiliates (on an aggregated basis) to exceed 9.99of a number of Ordinary Shares exceeding 4.99% of the then outstanding voting power or number of Common Ordinary Shares (the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than the next business day Business Day on which the transfer agent for the Common Ordinary Shares is open for business) confirm orally or in writing to the Investor the number of Common Ordinary Shares then outstanding. In connection with each Advance Notice delivered by the Company, any portion of the Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) result in cause the aggregate Purchase Price number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the amount number of the Advance Shares requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Ownership Limitation may be waived by the Investor as to itself and its affiliates upon not less than 65 days prior notice to the Company. During the term of this Agreement, the Investor on behalf of itself and its affiliates hereby agrees not to acquire beneficial ownership any Common Shares, or securities convertible into Common Shares, to the extent such acquisition would materially limit the Company’s ability to exercise its right to issue Advances hereunder.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will promptly inform (but no later than the next Business Day on which the transfer agent for the Common Shares is open for business) the Company in writing of the number of Common Shares the Investor currently beneficially owns. At the request of the Investor, the Company shall promptly (but no later than the next Business Day on which the transfer agent for the Common Shares is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement to the extent that after giving effect to such receipt of Common Shares wouldwhich, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed of a number of Common Shares exceeding 9.99% of the then-outstanding voting power or number of Common Shares (the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than the next business day on which the transfer agent for the Common Shares is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding. In connection with each Advance Notice delivered by the CompanyNotice, any portion of the an Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) result in cause the aggregate Purchase Price number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the amount of the Advance requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Ownership Limitation may be waived by the Investor as to itself and its affiliates upon not less than 65 days prior notice to the Company. During the term of this Agreement, the Investor on behalf of itself and its affiliates hereby agrees not to acquire beneficial ownership any Common Shares, or securities convertible into Common Shares, to the extent such acquisition would materially limit the Company’s ability to exercise its right to issue Advances hereunder.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will inform the Company in writing of the amount of shares the Investor currently beneficially owns. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement to the extent that after giving effect to such receipt of Common Shares wouldwhich, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 9.994.99% of the then outstanding voting power or number of Common Shares (the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than the next business day on which the transfer agent for the Common Shares is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding. In connection with each Advance Notice or Additional Advance Notice delivered by the Company, any portion of the number of Advance Shares or Additional Advance Shares that would (i) cause the Investor to exceed the Ownership Limitation or (ii) result in cause the aggregate Purchase Price number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice or Additional Advance Notice shall be deemed automatically modified to reduce the amount number of the Advance Shares or Additional Advance Shares requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Ownership Limitation may be waived by the Investor as to itself and its affiliates upon not less than 65 days prior notice to the Company. During the term of this Agreement, the Investor on behalf of itself and its affiliates hereby agrees not to acquire beneficial ownership any Common Shares, or securities convertible into Common Shares, to the extent such acquisition would materially limit the Company’s ability to exercise its right to issue Advances hereunder.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor shall inform the Company in writing of the number of Ordinary Shares the Investor then beneficially owns. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Ordinary Shares under this Agreement to the extent that after giving effect to such receipt of Common Shares wouldwhich, when aggregated with all other Common Ordinary Shares beneficially owned by the Investor and its affiliates Affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates Affiliates (on an aggregated basis) to exceed 9.99of a number of Ordinary Shares exceeding 4.99% of the then outstanding voting power or number of Common Ordinary Shares (the “Ownership Limitation”). The Investor will use commercially reasonable efforts to sell Ordinary Shares so as not to cause the Ownership Limitation to restrict the Company from submitting any Advance Notice and from Investor from purchasing Ordinary Shares pursuant to each Advance Notice. Upon the written request of the Investor, the Company shall promptly (but no later than the next business day Business Day on which the transfer agent for the Common Ordinary Shares is open for business) confirm orally or in writing to the Investor the number of Common Ordinary Shares then outstanding. In connection with each Advance Notice delivered by the Company, any portion of the Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) result in cause the aggregate Purchase Price number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the amount number of the Advance Shares requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Ownership Limitation may be waived by the Investor as to itself and its affiliates upon not less than 65 days prior notice to the Company. During the term of this Agreement, the Investor on behalf of itself and its affiliates hereby agrees not to acquire beneficial ownership any Common Shares, or securities convertible into Common Shares, to the extent such acquisition would materially limit the Company’s ability to exercise its right to issue Advances hereunder.

Ownership Limitation; Commitment Amount. Notwithstanding anything to In no event shall the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement to the extent that after giving effect to such receipt number of Common Shares would, when aggregated with all other issuable to the Investor pursuant to an Advance cause the aggregate number of Common Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), result in the beneficial ownership Act) by the Investor and its affiliates (on an aggregated basis) Affiliates as a result of previous issuances and sales of Common Shares to the Investor under this Agreement to exceed 9.99% of the then outstanding number of Common Shares (the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than the next business day on which the transfer agent for the Common Shares is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding. In connection with each Advance Notice delivered by the Company, any portion of the Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) result in cause the aggregate Purchase Price number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the amount of the Advance requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Notwithstanding the foregoing, if in connection with an Advance Notice delivered by the Company, any portion of the Advance would cause the Investor to exceed the Ownership Limitation may be waived by the Investor as to itself and its affiliates upon not less than 65 days prior notice due to the Investor’s ownership of the Company. During ’s convertible debenture in the term principal amount of this Agreement$20,000,000 issued on August 9, 2022 and the Investor Company’s convertible debenture in the principal amount of $15,000,000 issued on behalf of itself and its affiliates hereby agrees not to acquire beneficial ownership any Common SharesSeptember 21, 2022 or other securities convertible into Common SharesShares and resulting in the Investor’s beneficial ownership of such Common Shares (collectively, to the extent “Other Securities”), then the maximum number of Common Shares that the Other Securities will be convertible into will be reduced by the number of Common Shares included in the Advance for such acquisition would materially limit period that the Company’s ability to exercise its right to issue Advances hereunderInvestor holds such Common Shares covered by the Advance and the number of Shares covered by the Advance will not be reduced.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will inform the Company in writing (which may be by e-mail) of the number of Common Shares the Investor currently beneficially owns. At the request of the Investor, the Company shall promptly confirm in writing (which may be by e-mail) to the Investor the number of Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement to the extent that after giving effect to such receipt of Common Shares wouldwhich, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 9.994.99% of the then outstanding voting power or number of Common Shares (the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than the next business day on which the transfer agent for the Common Shares is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding. In connection with each Advance Notice delivered by the CompanyPurchase Notice, any portion of the Advance Shares requested to be purchased in such Purchase Notice that would (i) cause the Investor to exceed the Ownership Limitation or (ii) result in cause the aggregate Purchase Price number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the CompanyCompany or the Investor, and such Advance Purchase Notice shall be deemed automatically modified to reduce the amount number of the Advance Shares requested to be purchased by an amount equal to such withdrawn portion; provided provided, that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Ownership Limitation may be waived , including the number of Shares affected by the Investor as to itself and its affiliates upon not less than 65 days prior notice to the Company. During the term of this Agreement, the Investor on behalf of itself and its affiliates hereby agrees not to acquire beneficial ownership any Common Shares, such withdrawal or securities convertible into Common Shares, to the extent such acquisition would materially limit the Company’s ability to exercise its right to issue Advances hereundermodification.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor shall inform the Company of the number of Ordinary Shares the Investor beneficially owns. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Ordinary Shares under this Agreement to the extent that after giving effect to such receipt of Common Shares wouldwhich, when aggregated with all other Common Ordinary Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 9.994.99% of the then outstanding voting power or number of Common Ordinary Shares (the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than the next business day on which the transfer agent for the Common Ordinary Shares is open for business) confirm orally or in writing to the Investor the number of Common Ordinary Shares then outstanding. In connection with each Advance Notice delivered by the Company, any portion of the Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) result in cause the aggregate Purchase Price purchase price of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the amount number of the Advance Shares requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Ownership Limitation may be waived by the Investor as to itself and its affiliates upon not less than 65 days prior notice to the Company. During the term of this Agreement, the Investor on behalf of itself and its affiliates hereby agrees not to acquire beneficial ownership any Common Shares, or securities convertible into Common Shares, to the extent such acquisition would materially limit the Company’s ability to exercise its right to issue Advances hereunder.

Ownership Limitation; Commitment Amount. Upon the delivery of an Investor Notice or otherwise at the request of the Company, the Investor shall inform the Company of the number of Common Shares the Investor beneficially owns. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement to the extent that after giving effect to such receipt of Common Shares wouldwhich, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates Affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates Affiliates (on an aggregated basis) to exceed 9.99of a number of Common Shares exceeding 4.99% of the then outstanding voting power or number of Common Shares (the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than the next business day Business Day on which the transfer agent for the Common Shares is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding. In connection with each Advance Notice delivered by the CompanyNotice, any portion of the Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) result in cause the aggregate Purchase Price number of Common Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the amount number of the Advance requested Shares issuable pursuant to such Advance by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly (but in any event prior to the issuance of the Common Shares pursuant to the applicable Advance) notify the Company of such event. The Ownership Limitation may be waived by the Investor as to itself and its affiliates upon not less than 65 days prior notice to the Company. During the term of this Agreement, the Investor on behalf of itself and its affiliates hereby agrees not to acquire beneficial ownership any Common Shares, or securities convertible into Common Shares, to the extent such acquisition would materially limit the Company’s ability to exercise its right to issue Advances hereunder.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor shall inform the Company of the number of Common Shares the Investor beneficially owns. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement to the extent that after giving effect to such receipt of Common Shares wouldwhich, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates Affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates Affiliates (on an aggregated basis) to exceed 9.99of a number of Common Shares exceeding 4.99% of the then-outstanding voting power or number of Common Shares (the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than the next business day Business Day on which the transfer agent for the Common Shares is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding. In connection with each Advance Notice delivered by the Company, any portion of the Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) result in cause the aggregate Purchase Price number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the amount number of the Advance Shares requested by an amount equal to such withdrawn portion; provided provided, that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Ownership Limitation may be waived by the Investor as to itself and its affiliates upon not less than 65 days prior notice to the Company. During the term of this Agreement, the Investor on behalf of itself and its affiliates hereby agrees not to acquire beneficial ownership any Common Shares, or securities convertible into Common Shares, to the extent such acquisition would materially limit the Company’s ability to exercise its right to issue Advances hereunder.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor shall promptly (but no later than the next Business Day after the Company’s request) inform the Company in advance of the number of Ordinary Shares the Investor and its Affiliates beneficially own. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Ordinary Shares under this Agreement to the extent that after giving effect to such receipt of Common Shares wouldwhich, when aggregated with all other Common Ordinary Shares beneficially owned by the Investor and its affiliates Affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates Affiliates (on an aggregated basis) to exceed 9.99of a number of Ordinary Shares exceeding 4.99% of the then outstanding voting power or number of Common Ordinary Shares (the “Ownership Limitation”). The Investor will use commercially reasonable efforts to sell Ordinary Shares so as not to cause the Ownership Limitation from restricting the Company from submitting any Advance Notice and from Investor from purchasing Ordinary Shares pursuant to each Advance Notice. Upon the written request of the Investor, the Company shall promptly (but no later than the next business day Business Day on which the transfer agent for the Common Ordinary Shares is open for business) confirm orally or in writing to the Investor the number of Common Ordinary Shares then outstanding. In connection with each Advance Notice delivered by the Company, any portion of the Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) result in cause the aggregate Purchase Price of purchase price paid by the Investor for the Advance Shares issued and sold to the Investor hereunder hereunder, to exceed the Commitment Amount Amount, shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the amount number of the Advance Shares requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Ownership Limitation may be waived by the Investor as to itself and its affiliates upon not less than 65 days prior notice to the Company. During the term of this Agreement, the Investor on behalf of itself and its affiliates hereby agrees not to acquire beneficial ownership any Common Shares, or securities convertible into Common Shares, to the extent such acquisition would materially limit the Company’s ability to exercise its right to issue Advances hereunder.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor shall inform the Company of the number of Ordinary Shares the Investor beneficially owns. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and the Company shall not purchase issue or acquiresell to the Investor, any Common Ordinary Shares under this Agreement to the extent that after giving effect to such receipt of Common Shares wouldwhich, when aggregated with all other Common Ordinary Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 9.99% of the then outstanding voting power or number of Common Ordinary Shares (the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than the next business day on which the transfer agent for the Common Ordinary Shares is open for business) confirm orally or in writing to the Investor the number of Common Ordinary Shares then outstanding. In connection with each Advance Notice delivered by the Company, any portion of the Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) result in cause the aggregate Purchase Price number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount Amount, shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the amount of the Advance requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Ownership Limitation may be waived by the Investor as to itself and its affiliates upon not less than 65 days prior notice to the Company. During the term of this Agreement, the Investor on behalf of itself and its affiliates hereby agrees not to acquire beneficial ownership any Common Shares, or securities convertible into Common Shares, to the extent such acquisition would materially limit the Company’s ability to exercise its right to issue Advances hereunder.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor shall inform the Company of the number of Ordinary Shares the Investor beneficially owns. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and the Company shall not purchase issue or acquiresell to the Investor, any Common Ordinary Shares under this Agreement to the extent that after giving effect to such receipt of Common Shares wouldwhich, when aggregated with all other Common Ordinary Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 9.994.99% of the then outstanding voting power or number of Common Ordinary Shares (the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than the next business day on which the transfer agent for the Common Ordinary Shares is open for business) confirm orally or in writing to the Investor the number of Common Ordinary Shares then outstanding. In connection with each Advance Notice delivered by the Company, any portion of the Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) result in cause the aggregate Purchase Price number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount Amount, shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the amount of the Advance requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Ownership Limitation may be waived by the Investor as to itself and its affiliates upon not less than 65 days prior notice to the Company. During the term of this Agreement, the Investor on behalf of itself and its affiliates hereby agrees not to acquire beneficial ownership any Common Shares, or securities convertible into Common Shares, to the extent such acquisition would materially limit the Company’s ability to exercise its right to issue Advances hereunder.