Common use of Parties’ Acknowledgements Clause in Contracts

Parties’ Acknowledgements. The parties agree that (i) the Issuer’s obligations to register the Total Shaolin Shares by the Effectiveness Deadline and maintain the effectiveness of a Registration Statement covering the Total Shaolin Shares during the Registration Period, as contemplated by Section 7 and (ii) the Issuer’s continued solvency and its listing on any of The New York Stock Exchange, The Nasdaq Global Market or the Nasdaq Global Select Market (or any of their respective successors) are each an integral part of this Equity Support Agreement and, in view of the uncertainty, impracticability and extreme difficulty (if not impossibility) of estimating damages that may result from an the Issuer’s breach of such registration obligations or from a Delisting or Insolvency Filing, including because of the parties’ inability to predict future share prices, interest and stock borrow rates, future trading volumes and other relevant market-based factors, the parties mutually agree that the terms of the Adjusted Reference Price and the Delisted/Insolvent Price represent, and are intended by the parties to be, a reasonable estimate of each Subscriber’s anticipated damages as a result of such the Issuer’s breach, and not penalties. The Adjusted Reference Price and the Delisted/Insolvent Price shall be deemed to be the liquidated damages sustained by each Subscriber, and the Issuer agrees that the terms of the Adjusted Reference Price and the Delisted/Insolvent Price are reasonable under the circumstances currently existing. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ISSUER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE ADJUSTED REFERENCE PRICE AND/OR THE DELISTED/INSOLVENT PRICE OR ANY PAYMENTS REQUIRED BY SECTION 13 IN CONNECTION WITH A BREACH OF THE ISSUER’S OBLIGATIONS UNDER SECTION 7 OR A DELISTING OR INSOLVENCY EVENT. The Issuer expressly agrees that (i) the terms of the Adjusted Reference Price and Delisted/Insolvent Price are reasonable and are the product of an arm’s length negotiated transaction between sophisticated business people, ably represented by counsel, (ii) the Adjusted Reference Price and Delisted/Insolvent Price shall be accounted for in the payments contemplated by this Equity Support Agreement notwithstanding the then prevailing market rates for registered the Issuer Ordinary Shares or any other securities at the time payment is made, (iii) there has been a course of conduct between the Subscribers and the Issuer giving specific consideration in this Equity Support Agreement for such agreement to include the Adjusted Reference Price and Delisted/Insolvent Price, and (iv) the Issuer shall be estopped hereafter from claiming differently than as agreed to in this paragraph. the Issuer expressly acknowledges that its agreement to include the Adjusted Reference Price and Delisted/Insolvent Price for the benefit of the Subscribers as herein described is a material inducement to the Subscribers to purchase the Equity Support Shares hereunder.

Parties’ Acknowledgements. The parties agree that (i) the Issuer’s obligations to register the Total Shaolin Registrable PIPE Shares by the Effectiveness Deadline and maintain the effectiveness of a Registration Statement covering the Total Shaolin Registrable PIPE Shares during the Registration Period, as contemplated by Section 7 and (ii) the Issuer’s continued solvency and its listing on any of The New York Stock Exchange, The Nasdaq Global Market Exchange or the Nasdaq Global Select Market (or any of their respective successors) are each an integral part of this Equity Support PIPE Agreement and, in view of the uncertainty, impracticability and extreme difficulty (if not impossibility) of estimating damages that may result from an the Issuer’s breach of such registration obligations or from a Delisting or Insolvency Filing, including because of the parties’ inability to predict future share prices, interest and stock borrow rates, future trading volumes and other relevant market-based factors, the parties mutually agree that the terms of the Adjusted Reference Settlement Price and the Delisted/Insolvent Price represent, and are intended by the parties to be, a reasonable estimate of each Subscriber’s anticipated damages as a result of such the Issuer’s breach, and not penalties. The Adjusted Reference Settlement Price and the Delisted/Insolvent Price shall be deemed to be the liquidated damages sustained by each Subscriber, and the Issuer agrees that the terms of the Adjusted Reference Settlement Price and the Delisted/Insolvent Price are reasonable under the circumstances currently existing. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ISSUER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE ADJUSTED REFERENCE SETTLEMENT PRICE AND/OR THE DELISTED/INSOLVENT PRICE OR ANY RETAINED AMOUNTS OR PAYMENTS TO THE SUBSCRIBERS REQUIRED BY SECTION 13 IN CONNECTION WITH A BREACH OF THE ISSUER’S OBLIGATIONS UNDER SECTION 7 OR A DELISTING OR INSOLVENCY EVENT OR A RULE 560 TERMINATION EVENT. The Issuer expressly agrees that (i) the terms of the Adjusted Reference Settlement Price and Delisted/Insolvent Price are reasonable and are the product of an arm’s length negotiated transaction between sophisticated business people, ably represented by counsel, (ii) the Adjusted Reference Settlement Price and Delisted/Insolvent Price shall be accounted for in the payments contemplated by this Equity Support PIPE Agreement notwithstanding the then prevailing market rates for registered the Issuer Ordinary Shares Class A Common Stock or any other securities at the time payment is made, (iii) there has been a course of conduct between the Subscribers and the Issuer giving specific consideration in this Equity Support PIPE Agreement for such agreement to include the Adjusted Reference Settlement Price and Delisted/Insolvent Price, and (iv) the Issuer shall be estopped hereafter from claiming differently than as agreed to in this paragraph. the The Issuer expressly acknowledges that its agreement to include the Adjusted Reference Settlement Price and Delisted/Insolvent Price for the benefit of the Subscribers as herein described is a material inducement to the Subscribers to purchase the Equity Support PIPE Shares hereunder. Each Subscriber acknowledges that the amount of damages upon the Issuer’s breach shall be calculated based on the Forward Price, Adjusted Settlement Price and/or other Delisted/Insolvent Price, as applicable, as well as the Reduced Option Premium, the First Option Premium and the Second Option Premium and any amounts due under Section 7 and Section 17(a), each as applicable, and no other damages.