Common use of Ownership Limitation; Commitment Amount Clause in Contracts

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 Ordinary Shares under this Agreement which, when aggregated with all other 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) of a number of Ordinary Shares exceeding 4.99% of the then outstanding voting power or number of 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 on which the transfer agent for the Ordinary Shares is open for business) confirm orally or in writing to the Investor the number of 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) cause the aggregate purchase price paid by the Investor for the Advance Shares issued and sold to the Investor hereunder, to exceed the Commitment Amount, shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the number of Advance Shares requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event.

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 Ordinary Common Shares under this Agreement whichto the extent that after giving effect to such receipt of Common Shares would, when aggregated with all other Ordinary 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) of a number of Ordinary Shares exceeding 4.99to exceed 9.99% of the then outstanding voting power or number of Ordinary Common 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 Ordinary Common Shares is open for business) confirm orally or in writing to the Investor the number of Ordinary 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) cause result in the aggregate purchase price paid by the Investor for the Advance Purchase Price of 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 number amount 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 promptly (but no later than the next Business Day after the Company’s within one business day of such request) inform the Company in advance of the number amount of Ordinary Shares the Investor and its Affiliates then beneficially ownowns. Notwithstanding anything to the contrary contained in this Agreement, Agreement the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Ordinary Shares under this Agreement which, when aggregated with all other 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) of a number of Ordinary Shares exceeding 4.99to exceed 9.99% of the then outstanding voting power or number of 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 one business day after the next Business Day business day on which the transfer agent for the Ordinary Shares is open for business) confirm orally or in by email or other writing to the Investor the number of Ordinary Shares then outstanding. In connection with each Advance Notice delivered by the Company, any portion of the number of Advance Shares that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate purchase price paid by the Investor for the Advance number of Shares issued and sold to the Investor hereunderhereunder (excluding, for the avoidance of doubt, the Commitment Fee Shares) 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 number of 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.

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 writing of the number of Ordinary Shares the Investor and its Affiliates then beneficially ownowns. 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 Ordinary Shares under this Agreement which, when aggregated with all other 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) of a number of Ordinary Shares exceeding 4.99% of the then outstanding voting power or number of 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 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 on which the transfer agent for the Ordinary Shares is open for business) confirm orally or in writing to the Investor the number of 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) cause the aggregate purchase price paid by the Investor for the Advance number of 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 number of 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.

Ownership Limitation; Commitment Amount. At Upon the delivery of an Investor Notice or otherwise 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 Common Shares the Investor and its Affiliates beneficially ownowns. 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 Ordinary Common Shares under this Agreement which, when aggregated with all other Ordinary 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) of a number of Ordinary Common Shares exceeding 4.99% of the then outstanding voting power or number of Ordinary Common 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 on which the transfer agent for the Ordinary Common Shares is open for business) confirm orally or in writing to the Investor the number of Ordinary 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) cause the aggregate purchase price paid by the Investor for the Advance number of Common 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 number of Advance Shares requested 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.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor In no event 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 Common Shares issuable to the Investor and its Affiliates beneficially own. Notwithstanding anything pursuant to an Advance cause the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Ordinary Shares under this Agreement which, when aggregated with all other Ordinary 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), would result in the beneficial ownership Act) by the Investor and its Affiliates (on an aggregated basis) as a result of a number previous issuances and sales of Ordinary Common Shares exceeding 4.99to the Investor under this Agreement to exceed 9.99% of the then outstanding voting power or number of Ordinary Common 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 on which the transfer agent for the Ordinary Shares is open for business) confirm orally or in writing to the Investor the number of 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) cause the aggregate purchase price paid by the Investor for the Advance number of 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 number amount 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. 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 due to the Investor’s ownership of the Company’s convertible debenture in the principal amount of $20,000,000 issued on August 9, 2022 and the Company’s convertible debenture in the principal amount of $15,000,000 issued on September 21, 2022 or other securities convertible into Common Shares and resulting in the Investor’s beneficial ownership of such Common Shares (collectively, the “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 period that the Investor 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 shall promptly (but no later than the next Business Day after the Company’s within one business day of such request) inform the Company in advance of the number amount of Ordinary Shares the Investor and its Affiliates then beneficially ownowns. 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 Ordinary Shares under this Agreement which, when aggregated with all other 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) of a number of Ordinary Shares exceeding to exceed 4.99% of the then outstanding voting power or number of 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 one business day after the next Business Day business day on which the transfer agent for the Ordinary Shares is open for business) confirm orally or in by email or other writing to the Investor the number of Ordinary Shares then outstanding. In connection with each Advance Notice delivered by the Company, any portion of the number of Advance Shares that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate purchase price paid by the Investor for the Advance number of Shares issued and sold to the Investor hereunderhereunder (excluding, for the avoidance of doubt, the Commitment Fee Shares) 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 number of 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.

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) will inform the Company in advance writing (which may be by e-mail) of the number of Ordinary Common Shares the Investor and its Affiliates currently beneficially ownowns. 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 Ordinary Shares under this Agreement which, when aggregated with all other Ordinary 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) of a number of Ordinary Shares exceeding to exceed 4.99% of the then outstanding voting power or number of Ordinary Common 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 on which the transfer agent for the Ordinary Shares is open for business) confirm orally or in writing to the Investor the number of Ordinary 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) cause the aggregate purchase price paid by the Investor for the Advance number of 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 CompanyCompany or the Investor, and such Advance Purchase Notice shall be deemed automatically modified to reduce the number of 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, including the number of Shares affected by such withdrawal or modification.