Common use of Pre-Advance Closing Clause in Contracts

Pre-Advance Closing. Each Pre-Advance Closing shall occur remotely by conference call and electronic delivery of documentation. The First Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the date of the execution of this Agreement, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Second Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the second Trading Day after the filing of the initial Registration Statement, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Third Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the second Trading Day after the initial Registration Statement is declared effective by the SEC, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Fourth Pre-Advance Closing shall take place at 10:00 a.m., New York time, on a date mutually agreed to by the Company and the Investor, provided that the conditions set forth on Annex II have been satisfied. At each Pre-Advance Closing, the Investor shall advance to the Company the principal amount of the applicable Pre-Paid Advance then due pursuant to the terms of this Article II, less a discount in the amount equal to 10% of the principal amount of such Pre-Paid Advance netted from the purchase price due for such Pre-Paid Advance and structured as an original issue discount (the “Original Issue Discount”), in immediately available funds to an account designated by the Company in writing, provided that the Company has delivered a Promissory Note with a principal amount equal to the full amount of such Pre-Paid Advance, duly executed on behalf of the Company. The Company acknowledges and agrees that the Original Issue Discount (i) shall not be funded but shall be deemed to be fully earned at each Pre-Advance Closing, and (ii) shall not reduce the principal amount of each Promissory Note.

Pre-Advance Closing. Each Pre-Advance Closing shall occur remotely by conference call and electronic delivery of documentation. The First Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the date of the execution of this AgreementEffective Date, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Second Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the second Trading Day after the filing of the initial Registration StatementStatement with the SEC, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Third Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the second Trading Day after the later of (i) the initial Registration Statement is declared first becoming effective and (ii) the Company’s receipt of shareholder approval to issue Common Shares in connection with the transactions contemplated by the SECTransaction Documents in excess of the Exchange Cap, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Fourth Pre-Advance Closing shall take place at 10:00 a.m., New York time, on a date mutually agreed to by the Company and the Investor, provided that the conditions set forth on Annex II have been satisfied. At each Pre-Advance Closing, the Investor shall advance to the Company the principal amount of the applicable tranche of the Pre-Paid Advance then due pursuant to the terms of this Article IIAdvance, less a discount in the amount equal to 105% of the principal amount of such tranche of the Pre-Paid Advance netted from the purchase price due for such Pre-Paid Advance and structured as an original issue discount (the “Original Issue Discount”), in immediately available funds to an account designated by the Company in writing, provided that and the Company has delivered a shall deliver the Promissory Note with a principal amount equal to the full amount of such the Pre-Paid Advance, duly executed on behalf of the Company. The Company acknowledges and agrees that the Original Issue Discount (i) shall not be funded but shall be deemed to be fully earned at each Pre-Advance Closing, and (ii) shall not reduce the principal amount of each Promissory Note.

Pre-Advance Closing. Each Pre-Advance Closing shall occur remotely by conference call and electronic delivery of documentation. The First Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the date Effective Date (or, if this Agreement is executed after the closing of regular trading hours, then on the execution of this Agreementnext Trading Day), provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Second Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the second Trading Day after the filing later of the effectiveness of the initial Registration StatementStatement or shareholder approval to exceed the Exchange Cap, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Third Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the second Trading Day after date that is sixty days following the initial Registration Statement is declared effective by the SECSecond Pre-Advance Closing, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Fourth Pre-Advance Closing shall take place at 10:00 a.m., New York time, on a date mutually agreed to by the Company and the Investor, provided that the conditions set forth on Annex II have been satisfied. At each Pre-Advance Closing, the Investor shall advance to the Company the principal amount of the applicable Pre-Paid Advance then due pursuant to the terms of this Article IIAdvance, less a discount in the amount equal to 108% of the principal amount of such the Pre-Paid Advance netted from the purchase price due for such Pre-Paid Advance and structured as an original issue discount (the “Original Issue Discount”), in immediately available funds to an account designated by the Company in writing, provided that and the Company has delivered a shall deliver the Promissory Note with a principal amount equal to the full amount of such the Pre-Paid Advance, duly executed on behalf of the Company. The Company acknowledges and agrees that the Original Issue Discount (i) shall not be funded but shall be deemed to be fully earned on at each Pre-Advance Closing, and (ii) shall not reduce the principal amount of each Promissory Note. For the avoidance of doubt, to the extent the Investor converts outstanding amounts under a Promissory Note into Common Shares, the principal balance of such Promissory Note shall be reduced automatically by an equivalent amount.

Pre-Advance Closing. Each Pre-Advance Closing shall occur remotely by conference call and electronic delivery of documentation. The First Pre-Advance Closing shall take place at 10:00 10: 00 a.m., New York time, on the date second Trading Day after the Company filling its Form 20-F for the year of the execution of this Agreement2023, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Second Pre-Advance Closing shall take place at 10:00 10: 00 a.m., New York time, on the second Trading Day after the filing of the initial Registration Statement, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Third Pre-Advance Closing shall take place at 10:00 10: 00 a.m., New York time, on the second Trading Day after the effectiveness of the initial Registration Statement is declared effective by the SECStatement, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Fourth Pre-Advance Closing shall take place at 10:00 10: 00 a.m., New York time, on a sixtieth (60) calendar day following the date mutually agreed to the initial Registration Statement is declared effective by the Company and the InvestorSEC provided, provided that the conditions set forth on Annex II have been satisfiedsatisfied (or such other date as is mutually agreed to by the Company and the Investor). At each Pre-Advance Closing, the Investor shall advance to the Company the principal amount of the applicable Pre-Paid Advance then due pursuant to the terms of this Article IIAdvance, less a discount in the amount equal to 107% of the principal amount of such the Pre-Paid Advance netted from the purchase price due for such Pre-Paid Advance and structured as an original issue discount (the “Original Issue Discount”), in immediately available funds to an account designated by the Company in writing, provided that and the Company has delivered a shall deliver the Promissory Note with a principal amount equal to the full amount of such the Pre-Paid Advance, duly executed on behalf of the Company. The Company acknowledges and agrees that the Original Issue Discount (i) shall not be funded but shall be deemed to be fully earned on at each Pre-Advance Closing, and (ii) shall not reduce the principal amount of each Promissory Note.

Pre-Advance Closing. Each Pre-Advance Closing shall occur remotely by conference call and electronic delivery of documentation. The First Pre-Advance Closing shall take place at on or before 10:00 a.m., New York time, on the date of Trading Day immediately following the execution signing of this Agreementagreement, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Second Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the second Trading Day after the filing of the initial Registration Statement, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Third Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the second Trading Day after the effectiveness of the initial Registration Statement is declared effective by the SECStatement, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Fourth Pre-Advance Closing shall take place at 10:00 a.m., New York time, on a date mutually agreed to by the Company and the Investor, provided that the conditions set forth on Annex II have been satisfied. At each Pre-Advance Closing, the Investor shall advance to the Company the principal amount of the applicable Pre-Paid Advance then due pursuant to the terms of this Article IIAdvance, less a discount in the amount equal to 105% of the principal amount of such the Pre-Paid Advance netted from the purchase price due for such Pre-Paid Advance and structured as an original issue discount (the “Original Issue Discount”), in immediately available funds to an account designated by the Company in writing, provided that and the Company has delivered a shall deliver the Promissory Note with a principal amount equal to the full amount of such the Pre-Paid Advance, duly executed on behalf of the Company. The Company acknowledges and agrees that the Original Issue Discount (i) shall not be funded but shall be deemed to be fully earned on at each Pre-Advance Closing, and (ii) shall not reduce the principal amount of each Promissory Note.

Pre-Advance Closing. Each Pre-Advance Closing shall occur remotely by conference call and electronic delivery of documentation. The First Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the date of the execution of this AgreementEffective Date, provided that the applicable conditions set forth on Annex II have been satisfied (or such other date and time as is mutually agreed to by the Company and the Investor). The Second Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the later of (i) the second Trading Day after the filing effectiveness of the initial Registration StatementStatement and (ii) the second Trading Day after the Company receives shareholder approval to issue Common Shares in excess of the Exchange Cap in connection with the transactions contemplated by the Transaction Documents in accordance with the requirements and the rules of the Principal Market, in either case, provided that the conditions set forth on Annex II have been satisfied (or such other date and time as is mutually agreed to by the Company and the Investor). The Third Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the second Trading Day after the initial Registration Statement is declared effective by the SEC, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Fourth Pre-Advance Closing shall take place at 10:00 a.m., New York time, on a date mutually agreed to by the Company and the Investor, provided that the conditions set forth on Annex II have been satisfied. At each Pre-Advance Closing, the Investor shall advance to the Company the principal amount of the applicable Pre-Paid Advance then due pursuant to the terms of this Article IIAdvance, less a discount in the amount equal to 108% of the principal amount of such the Pre-Paid Advance netted from the purchase price due for such Pre-Paid Advance and structured structed as an original issue discount (the “Original Issue Discount”), in immediately available funds to an account designated by the Company in writing, provided that and the Company has delivered a shall deliver the Promissory Note with a principal amount equal to the full amount of such the Pre-Paid Advance, duly executed on behalf of the Company. The Company acknowledges and agrees that the Original Issue Discount (i) shall not be funded but shall be deemed to be fully earned at each Pre-Advance Closing, and (ii) shall not reduce the principal amount of each Promissory Note. For the avoidance of doubt, to the extent the Investor converts outstanding amounts under the Promissory Note into Common Shares, the principal balance of such Promissory Note shall be reduced automatically by an equivalent amount.