Common use of Restrictions on Short Sales Clause in Contracts

Restrictions on Short Sales. Each Purchaser represents, warrants and covenants that neither such Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Shares, the Warrants and the Warrant Shares, or (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading, has or will, directly or indirectly, during the period beginning on the date on which the Company first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving the Company) and ending on the Closing Date, engaged in (i) any “short sales” (as such term is defined in Rule 3b-3 promulgated under the Exchange Act) of the Ordinary Shares, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Ordinary Shares, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the Shares or Warrant Shares by the Purchaser or (ii) any hedging transaction which establishes a net short position with respect to the Shares or Warrant Shares (clauses (i) and (ii) together, a “Short Sale”); except for (A) Short Sales by the Purchaser or Affiliate of such Purchaser which was, prior to the date on which such Purchaser was first contacted by the Company regarding the transactions contemplated by this Agreement, a market maker for the Ordinary Shares, provided that such Short Sales are in the ordinary course of business of such Purchaser or Affiliate of such Purchaser and are in compliance with the Securities Act, the rules and regulations of the Securities Act and such other securities laws as may be applicable, (B) Short Sales by the Purchaser or an Affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement or (C) Short Sales by the Purchaser or an Affiliate of such Purchaser to the extent that such Purchaser or Affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactions.

Restrictions on Short Sales. Each The Purchaser represents, warrants and covenants that neither such the Purchaser nor any Affiliate of such the Purchaser which (x) had has knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such the Purchaser’s investments or trading or information concerning such the Purchaser’s investments, including in respect of the Purchased Shares, the Warrants Price Protection Share Right and the Warrant SharesOption Share Right, or (z) is subject to such the Purchaser’s review or input concerning such Affiliate’s investments or trading, has engaged or willwill engage, directly or indirectly, during the period beginning on the date on which the Company first contacted such the Purchaser regarding the transactions contemplated by this Agreement (and involving the Company) Transactions and ending on the Closing Datepublic announcement of the Transactions, engaged in (i) any “short sales” (as such term is defined in Rule 3b-3 200 promulgated under the Exchange Act) of the Ordinary Purchased Shares and/or the Price Protection Share Right, Option Share Right, Price Protection Shares or Option Shares, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Ordinary SharesCommon Stock, other securities, cash or other consideration) that transfers Transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the Purchased Shares, Price Protection Share Right, Option Share Right, Price Protection Shares or Warrant Option Shares by the Purchaser or (ii) any hedging transaction which establishes a net short position with respect to the Purchased Shares, Price Protection Share Right, Option Share Right, Price Protection Shares or Warrant Option Shares (clauses (i) and (ii) together, a “Short Sale”); except for (A) Short Sales by the Purchaser or an Affiliate of such the Purchaser which was, prior to the date on which such the Purchaser was first contacted by the Company regarding the transactions contemplated by this AgreementTransactions, a market maker for the Ordinary SharesCommon Stock, provided that such Short Sales are in the ordinary course of business of such the Purchaser or Affiliate of such the Purchaser and are in compliance with the Securities Act, the rules and regulations of the Securities Act and such other securities laws as may be applicable, (B) Short Sales by the Purchaser or an Affiliate of such the Purchaser which by virtue of the procedures of such the Purchaser are made without knowledge of the transactions contemplated by this Agreement Transactions or (C) Short Sales by the Purchaser or an Affiliate of such the Purchaser to the extent that such the Purchaser or Affiliate of such the Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactions.

Restrictions on Short Sales. Each Purchaser represents, warrants and covenants that neither such Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Shares, the Warrants and the Warrant Shares, or (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading, has or will, directly or indirectly, during the period beginning on the date on which the Company first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving the Company) and ending on the Closing Datedate which is the first Trading Day after the Company makes its first public disclosure regarding the transactions contemplated by this Agreement, engaged in (i) any “short sales” (as such term is defined in Rule 3b-3 promulgated under the Exchange Act) of the Ordinary Shares, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Ordinary Shares, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the Shares or Warrant Shares by the Purchaser or (ii) any hedging transaction which establishes a net short position with respect to the Shares or Warrant Shares (clauses (i) and (ii) together, a “Short Sale”); except for (A) Short Sales by the Purchaser or Affiliate of such Purchaser which was, prior to the date on which such Purchaser was first contacted by the Company regarding the transactions contemplated by this Agreement, a market maker for the Ordinary Shares, provided that such Short Sales are in the ordinary course of business of such Purchaser or Affiliate of such Purchaser and are in compliance with the Securities Act, the rules and regulations of the Securities Act and such other securities laws as may be applicable, (B) Short Sales by the Purchaser or an Affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement or (C) Short Sales by the Purchaser or an Affiliate of such Purchaser to the extent that such Purchaser or Affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactions.

Restrictions on Short Sales. Each The Purchaser represents, warrants and covenants that neither such Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) it has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Shares, the Warrants not and the Warrant Shares, or (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading, has or willwill not, directly or indirectly, during the period beginning on the date on which the Company or any agent of the Company first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving the Company) and ending on the Closing Dateissuance of the Press Release, engaged engage in (i) any “short sales” (as such term is defined in Rule 3b-3 200 of Regulation SHO promulgated under the Exchange Act) of the Ordinary SharesCommon Stock, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other similar arrangement (whether any such transaction is to be settled by delivery of Ordinary SharesCommon Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose disposes of, any of the Shares or Warrant Shares Securities by the Purchaser or (ii) any hedging transaction which establishes a net short position with respect to the Shares or Warrant Shares Securities (clauses (i) and (ii) together, a “Short Sale”); except for (A1) Short Sales by the Purchaser or Affiliate of such a Purchaser which was, prior to the date on which such Purchaser was first contacted by the Company or any agent of the Company, regarding the transactions contemplated by this Agreement, a market maker for the Ordinary SharesCommon Stock, provided that such Short Sales are in the ordinary course of business of such Purchaser or Affiliate of such Purchaser and are in compliance with the Securities Act, the rules and regulations of the Securities Act and such other securities laws as may be applicable, (B2) Short Sales by the Purchaser or an Affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement Agreement, or (C3) Short Sales by the Purchaser or an Affiliate of such Purchaser to the extent that such Purchaser or Affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactions.

Restrictions on Short Sales. Each The Purchaser represents, warrants and covenants that neither such Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) it has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Shares, the Warrants not and the Warrant Shares, or (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading, has or willwill not, directly or indirectly, during the period beginning on the date on which the Company or any agent of the Company first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving the Company) and ending on the Closing Date, engaged engage in (i) any “short sales” (as such term is defined in Rule 3b-3 promulgated under the Exchange Act) of the Ordinary SharesCommon Stock, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other similar arrangement (whether any such transaction is to be settled by delivery of Ordinary SharesCommon Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose disposes of, any of the Shares or Warrant Shares Securities by the Purchaser or (ii) any hedging transaction which establishes a net short position with respect to the Shares or Warrant Shares Securities (clauses (i) and (ii) together, a “Short Sale”); except for (A1) Short Sales by the Purchaser or Affiliate of such a Purchaser which was, prior to the date on which such Purchaser was first contacted by the Company or any agent of the Company, regarding the transactions contemplated by this Agreement, a market maker for the Ordinary SharesCommon Stock, provided that such Short Sales are in the ordinary course of business of such Purchaser or Affiliate of such Purchaser and are in compliance with the Securities Act, the rules and regulations of the Securities Act and such other securities laws as may be applicable, (B2) Short Sales by the Purchaser or an Affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement Agreement, or (C3) Short Sales by the Purchaser or an Affiliate of such Purchaser to the extent that such Purchaser or Affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactions.

Restrictions on Short Sales. Each Purchaser represents, warrants and covenants that neither Neither such Purchaser nor any Affiliate of such Purchaser which (xi) had knowledge of the transactions contemplated hereby, (yii) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Shares, the Warrants and the Warrant SharesPurchased Securities, or (ziii) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading, has or will, directly or indirectly, during the period beginning on the date on which C.X. Xxxxxxxxx, Towbin, financial advisor to the Company Company, first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving until the Company) and ending on time of the Closing Datefiling of the Current Report of Form 8-K required by Section 9(m), engaged engage in (i1) any “short sales” (as such term is defined in Rule 3b-3 promulgated under the Exchange Act) of the Ordinary SharesCommon Stock, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Ordinary SharesCommon Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the Shares Purchased Securities or the Warrant Shares by the such Purchaser or (ii2) any hedging transaction which establishes a net short position with respect to the Shares or Warrant Shares Purchased Securities (clauses (i1) and (ii2) together, a “Short Sale”); except for (A) Short Sales by the such Purchaser or Affiliate of such Purchaser which was, prior to the date on which such Purchaser was first contacted by the Company C.X. Xxxxxxxxx, Towbin regarding the transactions contemplated by this Agreement, a market maker for the Ordinary SharesCommon Stock, provided that such Short Sales are in the ordinary course of business of such Purchaser or Affiliate of such Purchaser and are in compliance with the Securities Act, the rules and regulations of the Securities Act and such other securities laws as may be applicable, (B) Short Sales by the such Purchaser or an Affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement or (C) Short Sales by the Purchaser or an Affiliate of such Purchaser to the extent that such Purchaser or Affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactions.

Restrictions on Short Sales. Each The Purchaser represents, warrants and covenants that neither such the Purchaser nor any Affiliate of such the Purchaser which (x) had has knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such the Purchaser’s investments or trading or information concerning such the Purchaser’s investments, including in respect of the Purchased Shares, the Warrants Conversion Shares and the Warrant SharesPrice Protection Share Right, or (z) is subject to such the Purchaser’s review or input concerning such Affiliate’s investments or trading, has engaged or willwill engage, directly or indirectly, during the period beginning on the date on which the Company first contacted such the Purchaser regarding the transactions contemplated by this Agreement (and involving the Company) Transactions and ending on the Closing Datepublic announcement of the Transactions, engaged in (i) any “short sales” (as such term is defined in Rule 3b-3 200 promulgated under the Exchange Act) of the Ordinary Purchased Shares, Conversion Shares and/or the Price Protection Share Right or Price Protection Shares, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Ordinary SharesCommon Stock, other securities, cash or other consideration) that transfers Transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the Purchased Shares, Price Protection Share Right, Price Protection Shares or Warrant Conversion Shares by the Purchaser or (ii) any hedging transaction which establishes a net short position with respect to the Purchased Shares, Price Protection Share Right, Price Protection Shares or Warrant Conversion Shares (clauses (i) and (ii) together, a “Short Sale”); except for (A) Short Sales by the Purchaser or an Affiliate of such the Purchaser which was, prior to the date on which such the Purchaser was first contacted by the Company regarding the transactions contemplated by this AgreementTransactions, a market maker for the Ordinary SharesCommon Stock, provided that such Short Sales are in the ordinary course of business of such the Purchaser or Affiliate of such the Purchaser and are in compliance with the Securities Act, the rules and regulations of the Securities Act and such other securities laws as may be applicable, (B) Short Sales by the Purchaser or an Affiliate of such the Purchaser which by virtue of the procedures of such the Purchaser are made without knowledge of the transactions contemplated by this Agreement Transactions or (C) Short Sales by the Purchaser or an Affiliate of such the Purchaser to the extent that such the Purchaser or Affiliate of such the Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactions.

Restrictions on Short Sales. Each Purchaser Subscriber represents, warrants and covenants that neither such Purchaser Subscriber nor any Affiliate of person or entity, directly or indirectly controlling, controlled by or under direct or indirect common control with such Purchaser Subscriber ("Affiliate") which (x) had has knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s Subscriber's investments or trading or information concerning such Purchaser’s Subscriber's investments, including in respect of the Shares, the Warrants and the Warrant SharesSecurities, or (z) is subject to such Purchaser’s Subscriber's review or input concerning such Affiliate’s 's investments or trading, has or will, directly or indirectly, during the period beginning on the date on which the Company Subscriber was first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving the Company) and ending on the Closing Date, engaged engage in (i) any “"short sales” " (as such term is defined in Rule 3b-3 promulgated under the Exchange 1934 Act) of the Ordinary Shares and/or the Warrant Shares, including, without limitationxxxxxxxion, the maintaining of any short position with respect to, establishing or maintaining a “"put equivalent position” " (within the meaning of Rule 16a-1(h16a- 1(h) under the Exchange 1934 Act) with respect to, entering into any swap, derivative transaction or transacxxxx xx other arrangement (whether any such transaction is to be settled by delivery of Ordinary Shares, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the Shares or Warrant Shares Securities by the Purchaser such Subscriber or (ii) any hedging transaction which establishes a net short position with respect to the Shares or Warrant Shares Securities (clauses (i) and (ii) together, a “"Short Sale”"); except for (A) Short Sales by the Purchaser such Subscriber or an Affiliate of such Purchaser Subscriber which was, prior to the date on which such Purchaser Subscriber was first contacted by the Company regarding the transactions contemplated by this Agreement, a market maker for the Ordinary Shares, provided that such Short Sales are in the ordinary course of business of such Purchaser Subscriber or Affiliate of such Purchaser Subscriber and are in compliance with the Securities 1933 Act, the rules and regulations of the Securities 1933 Act and such other securities laws as may be applicable, (B) Short Sales by the Purchaser such Subscriber or an Affiliate of such Purchaser Subscriber which by virtue of the procedures of such Purchaser Subscriber are made without knowledge of the transactions contemplated by this Agreement or (C) Short Sales by the Purchaser such Subscriber or an Affiliate of such Purchaser Subscriber to the extent that such Purchaser Subscriber or Affiliate of such Purchaser Subscriber is acting in the capacity of a broker-dealer executing unsolicited third-party transactions. The Company acknowledges and agrees that each Subscriber does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.

Restrictions on Short Sales. Each The Purchaser represents, warrants and covenants that neither such the Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s 's investments or trading or information concerning such Purchaser’s 's investments, including in respect of the Shares, the Warrants and the Warrant SharesPurchased Securities, or (z) is subject to such Purchaser’s 's review or input concerning such Affiliate’s 's investments or trading, has or will, directly or indirectly, during the period beginning on the date on which X.X. Xxxxxxxxx, Towbin, a financial advisor to the Company Company, first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving the Company) and ending on the Closing Date, engaged engage in (i) any “"short sales” " (as such term is defined in Rule 3b-3 promulgated under the Exchange Act) of the Ordinary SharesCommon Stock, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “"put equivalent position” " (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Ordinary SharesCommon Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the Shares or Warrant Shares Purchased Securities by the Purchaser or (ii) any hedging transaction which establishes a net short position with respect to the Shares or Warrant Shares Purchased Securities (clauses (i) and (ii) together, a “Short Sale”"SHORT SALE"); except for (A) Short Sales by the Purchaser or Affiliate of such Purchaser which was, prior to the date on which such Purchaser was first contacted by the Company X.X. Xxxxxxxxx, Towbin regarding the transactions contemplated by this Agreement, a market maker for the Ordinary SharesCommon Stock, provided that such Short Sales are in the ordinary course of business of such Purchaser or Affiliate of such Purchaser and are in compliance with the Securities Act, the rules and regulations of the Securities Act and such other securities laws as may be applicable, (B) Short Sales by the Purchaser or an Affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement or (C) Short Sales by the Purchaser or an Affiliate of such Purchaser to the extent that such Purchaser or Affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactions.

Restrictions on Short Sales. Each Purchaser represents, warrants and covenants that neither such Purchaser nor any Affiliate of such Purchaser which that (xi) had knowledge of the transactions contemplated hereby, (yii) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Shares, the Warrants and the Warrant Shares, Securities or (ziii) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading, has or will, directly or indirectly, during the period beginning on the date on which the Company or any representative of the Company, first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving the Company) and ending on the date that is 120 days after the Closing Date, engaged engage in (ix) any “short sales” (as such term is defined in Rule 3b-3 promulgated under the Exchange Act) of the Ordinary SharesCommon Stock, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Ordinary SharesCommon Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the Shares or Warrant Shares Securities by the Purchaser or (iiy) any hedging transaction which that establishes a net short position with respect to the Shares or Warrant Shares Securities (clauses “(i) x)” and “(ii) y)” together, a “Short Sale”); except for (A1) Short Sales by the Purchaser or Affiliate of such Purchaser which was, prior to the date on which such Purchaser was first contacted by the Company or a representative of the Company regarding the transactions contemplated by this Agreement, a market maker for the Ordinary SharesCommon Stock, provided that such Short Sales are in the ordinary course of business of such Purchaser or Affiliate of such Purchaser and are in compliance with the Securities Act, the rules and regulations of the Securities Act and such other securities laws as may be applicable, (B2) Short Sales by the Purchaser or an Affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement or Agreement, (C3) Short Sales by the Purchaser or an Affiliate of such Purchaser to the extent that such Purchaser or Affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactionstransactions or (4) Short Sales of the Underlying Shares in connection with the Automatic Exercise as defined in Section 4(c) of the Warrants.

Restrictions on Short Sales. Each Purchaser represents, warrants and covenants that neither such Purchaser nor any Affiliate of such Purchaser which that (xi) had knowledge of the transactions contemplated hereby, (yii) has or shares discretion relating to such Purchaser’s 's investments or trading or information concerning such Purchaser’s 's investments, including in respect of the Shares, the Warrants and the Warrant Shares, Securities or (ziii) is subject to such Purchaser’s 's review or input concerning such Affiliate’s 's investments or trading, has or will, directly or indirectly, during the period beginning on the date on which the Company or any representative of the Company, first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving the Company) and ending on the date that is 120 days after the Closing Date, engaged engage in (ix) any “"short sales” " (as such term is defined in Rule 3b-3 promulgated under the Exchange Act) of the Ordinary SharesCommon Stock, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “"put equivalent position” " (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Ordinary SharesCommon Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the Shares or Warrant Shares Securities by the Purchaser or (iiy) any hedging transaction which that establishes a net short position with respect to the Shares or Warrant Shares Securities (clauses "(i) x)" and "(ii) y)" together, a “Short Sale”"SHORT SALE"); except for (A1) Short Sales by the Purchaser or Affiliate of such Purchaser which was, prior to the date on which such Purchaser was first contacted by the Company or a representative of the Company regarding the transactions contemplated by this Agreement, a market maker for the Ordinary SharesCommon Stock, provided that such Short Sales are in the ordinary course of business of such Purchaser or Affiliate of such Purchaser and are in compliance with the Securities Act, the rules and regulations of the Securities Act and such other securities laws as may be applicable, (B2) Short Sales by the Purchaser or an Affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement or Agreement, (C3) Short Sales by the Purchaser or an Affiliate of such Purchaser to the extent that such Purchaser or Affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactionstransactions or (4) Short Sales of the Underlying Shares in connection with the Automatic Exercise as defined in Section 4(c) of the Warrants.

Restrictions on Short Sales. Each Such Purchaser represents, warrants and covenants that neither such Purchaser nor any Affiliate of such Purchaser which (x) had has knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Shares, the Warrants and the Warrant Purchased Shares, or (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading, has engaged or willwill engage, directly or indirectly, during the period beginning on the date on which UBS Securities LLC, financial advisors to the Company Company, first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving the Company) and ending on the Closing Datepublic announcement of the transactions contemplated by this Agreement, engaged in (i) any “short sales” (as such term is defined in Rule 3b-3 200 promulgated under the Exchange Act) of the Ordinary Purchased Shares and/or the Conversion Shares, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Ordinary SharesCommon Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the Shares or Warrant Purchased Shares by the such Purchaser or (ii) any hedging transaction which establishes a net short position with respect to the Shares or Warrant Purchased Shares (clauses (i) and (ii) together, a “Short Sale”); except for (A) Short Sales by the such Purchaser or an Affiliate of such Purchaser which was, prior to the date on which such Purchaser was first contacted by the Company regarding the transactions contemplated by this Agreement, a market maker for the Ordinary SharesCommon Stock, provided that such Short Sales are in the ordinary course of business of such Purchaser or Affiliate of such Purchaser and are in compliance with the Securities Act, the rules and regulations of the Securities Act and such other securities laws as may be applicable, (B) Short Sales by the such Purchaser or an Affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement or (C) Short Sales by the such Purchaser or an Affiliate of such Purchaser to the extent that such Purchaser or Affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactions.

Restrictions on Short Sales. Each The Purchaser represents, warrants and covenants that neither such the Purchaser nor any Affiliate of such Purchaser which which: (xi) had knowledge of the transactions contemplated hereby, ; (yii) has or shares discretion relating to such Purchaser’s 's investments or trading or information concerning such Purchaser’s 's investments, including in respect of the Purchased Shares, the Warrants and the Warrant Shares, ; or (ziii) is subject to such Purchaser’s 's review or input concerning such Affiliate’s 's investments or trading, has or will, directly or indirectly, during the period beginning on the date on which the Company or a financial advisor to the Company, first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving the Company) and ending on the Closing Date, engaged in engage in: (i1) any “"short sales” " (as such term is defined in Rule 3b-3 promulgated under the Exchange Act) of the Ordinary SharesCommon Stock, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “"put equivalent position” " (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Ordinary SharesCommon Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the Shares or Warrant Purchased Shares by the Purchaser Purchaser; or (ii2) any hedging transaction which establishes a net short position with respect to the Shares or Warrant Purchased Shares (clauses (i1) and (ii2) together, a “Short Sale”"SHORT SALE"); except for (A) Short Sales by the Purchaser or Affiliate of such Purchaser which was, prior to the date on which such Purchaser was first contacted by the Company or a financial advisor to the Company regarding the transactions contemplated by this Agreement, a market maker for the Ordinary SharesCommon Stock, provided that such Short Sales are in the ordinary course of business of such Purchaser or Affiliate of such Purchaser and are in compliance with the Securities Act, the rules and regulations of the Securities Act and such other securities laws as may be applicable, (B) Short Sales by the Purchaser or an Affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement or (C) Short Sales by the Purchaser or an Affiliate of such Purchaser to the extent that such Purchaser or Affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactions.

Restrictions on Short Sales. Each Purchaser represents, warrants and covenants that neither such Neither the Purchaser nor any Affiliate of such Purchaser which (xi) had knowledge of the transactions contemplated hereby, (yii) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Shares, the Warrants and the Warrant SharesPurchased Securities, or (ziii) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading, has or will, directly or indirectly, during the period beginning on the date on which the Company Xxxxxxxx first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving until the Company) and ending time of the filing of the Current Report on the Closing DateForm 8-K required by Section 9(m), engaged engage in (i1) any “short sales” (as such term is defined in Rule 3b-3 promulgated under the Exchange Act) of the Ordinary SharesCommon Stock, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Ordinary SharesCommon Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the Shares or Warrant Shares Purchased Securities by the Purchaser or (ii2) any hedging transaction which establishes a net short position with respect to the Shares or Warrant Shares Purchased Securities (clauses (i1) and (ii2) together, a “Short Sale”); except for (A) . Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the SEC currently takes the position that coverage of Short Sales by “against the Purchaser or Affiliate of such Purchaser which was, box” prior to the effective date on which such Purchaser was first contacted by of the Company regarding Registration Statement with the transactions contemplated by this Agreement, SEC is a market maker for the Ordinary Shares, provided that such Short Sales are in the ordinary course violation of business Section 5 of such Purchaser or Affiliate of such Purchaser and are in compliance with the Securities Act, the rules as set forth in Compliance and regulations Disclosure Interpretations of the Division of Corporation Finance regarding the Securities Act and such other securities laws as may be applicable, (B) Short Sales by the Purchaser or an Affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement or (C) Short Sales by the Purchaser or an Affiliate of such Purchaser to the extent that such Purchaser or Affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactionsAct.

Restrictions on Short Sales. Each The Purchaser represents, warrants and covenants that neither such the Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Shares, the Warrants and the Warrant SharesPurchased Securities, or (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading, has engaged in, or will, directly or indirectly, during the period beginning on the date on which X.X. Xxxxxxxxx, Towbin, a financial advisor to the Company Company, first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving the Company) and ending on the Closing Date, engaged engage in (i) any “short sales” (as such term is defined in Rule 3b-3 promulgated under the Exchange Act) of the Ordinary SharesCommon Stock, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Ordinary SharesCommon Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the Shares or Warrant Shares Purchased Securities by the Purchaser or (ii) any hedging transaction which establishes a net short position with respect to the Shares or Warrant Shares Purchased Securities (clauses (i) and (ii) together, a “Short Sale”); except for (A1) Short Sales by the Purchaser or Affiliate of such Purchaser which was, prior to the date on which such Purchaser was first contacted by the Company X.X. Xxxxxxxxx, Towbin regarding the transactions contemplated by this Agreement, a market maker for the Ordinary SharesCommon Stock, provided that such Short Sales are in the ordinary course of business of such Purchaser or Affiliate of such Purchaser and are in compliance with the Securities Act, the rules and regulations of the Securities Act and such other securities laws as may be applicable, (B2) Short Sales by the Purchaser or an Affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement or (C3) Short Sales by the Purchaser or an Affiliate of such Purchaser to the extent that such Purchaser or Affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactions.

Restrictions on Short Sales. Each The Purchaser represents, warrants and covenants that neither such Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) it has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Shares, the Warrants not and the Warrant Shares, or (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading, has or willwill not, directly or indirectly, during the period beginning on the date on which the Company or any agent of the Company first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving the Company) and ending on the Closing Date, engaged engage in (i) any “short sales” (as such term is defined in Rule 3b-3 200 of Regulation SHO promulgated under the Exchange Act) of the Ordinary SharesCommon Stock, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other similar arrangement (whether any such transaction is to be settled by delivery of Ordinary SharesCommon Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose disposes of, any of the Shares or Warrant Shares Securities by the Purchaser or (ii) any hedging transaction which establishes a net short position with respect to the Shares or Warrant Shares Securities (clauses (i) and (ii) together, a “Short Sale”); except for (A1) Short Sales by the Purchaser or Affiliate of such a Purchaser which was, prior to the date on which such Purchaser was first contacted by the Company or any agent of the Company, regarding the transactions contemplated by this Agreement, a market maker for the Ordinary SharesCommon Stock, provided that such Short Sales are in the ordinary course of business of such Purchaser or Affiliate of such Purchaser and are in compliance with the Securities Act, the rules and regulations of the Securities Act and such other securities laws as may be applicable, (B2) Short Sales by the Purchaser or an Affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement Agreement, or (C3) Short Sales by the Purchaser or an Affiliate of such Purchaser to the extent that such Purchaser or Affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactions.

Restrictions on Short Sales. Each The Purchaser represents, warrants and covenants that neither such the Purchaser nor any Affiliate affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Shares, the Warrants and the Warrant SharesPurchased Securities, or (z) is subject to such Purchaser’s review or input concerning such Affiliateaffiliate’s investments or trading, has or will, directly or indirectly, during the period beginning on the date on which the Company first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving the Company) and ending on the Closing Date, engaged engage in (i) any “short sales” (as such term is defined in Rule 3b-3 promulgated under the Exchange Act) of the Ordinary SharesCommon Stock, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Ordinary SharesCommon Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose disposes of, any of the Shares or Warrant Shares Purchased Securities by the Purchaser or (ii) any hedging transaction which establishes a net short position with respect to the Shares or Warrant Shares Purchased Securities (clauses (i) and (ii) together, a “Short Sale”); except for (A1) Short Sales by the Purchaser or Affiliate an affiliate of such Purchaser which was, prior to the date on which such Purchaser was first contacted by the Company regarding the transactions contemplated by this Agreement, a market maker for the Ordinary SharesCommon Stock, provided that such Short Sales are in the ordinary course of business of such Purchaser or Affiliate an affiliate of such Purchaser and are in compliance with the Securities Act, the rules and regulations of the Securities Act and such other securities laws as may be applicable, (B2) Short Sales by the Purchaser or an Affiliate affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement or (C3) Short Sales by the Purchaser or an Affiliate affiliate of such Purchaser to the extent that such Purchaser or Affiliate such affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactions.

Restrictions on Short Sales. Each The Purchaser represents, warrants and covenants that neither such Purchaser nor any Affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Shares, the Warrants not and the Warrant Shares, or (z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading, has or willwill not, directly or indirectly, during the period beginning on the date on which the Company first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving the Company) and ending on the Closing Date, engaged engage in (i) any “short sales” (as such term is defined in Rule 3b-3 promulgated under the Exchange Act) of the Ordinary SharesCommon Stock, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other similar arrangement (whether any such transaction is to be settled by delivery of Ordinary SharesCommon Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose disposes of, any of the Shares or Warrant Shares Purchased Securities by the Purchaser or (ii) any hedging transaction which establishes a net short position with respect to the Shares or Warrant Shares Purchased Securities (clauses (i) and (ii) together, a “Short Sale”); except for (A1) Short Sales by the Purchaser or Affiliate of such Purchaser which waswere, prior to the date on which such Purchaser was first contacted by the Company regarding the transactions contemplated by this Agreement, a market maker for the Ordinary SharesCommon Stock, provided that such Short Sales are in the ordinary course of business of such Purchaser or Affiliate of such Purchaser and are in compliance with the Securities Act, the rules and regulations of the Securities Act and such other securities laws as may be applicable, (B2) Short Sales by the Purchaser or an Affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement or (C3) Short Sales by the Purchaser or an Affiliate of such Purchaser to the extent that such Purchaser or Affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactions.

Restrictions on Short Sales. Each The Purchaser represents, warrants and covenants that neither such the Purchaser nor any Affiliate affiliate of such Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s 's investments or trading or information concerning such Purchaser’s 's investments, including in respect of the Shares, the Warrants and the Warrant SharesPurchased Securities, or (z) is subject to such Purchaser’s 's review or input concerning such Affiliate’s affiliate's investments or trading, has or will, directly or indirectly, during the period beginning on the date on which the Company first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving the Company) and ending on the Closing Date, engaged engage in (i) any “"short sales” " (as such term is defined in Rule 3b-3 promulgated under the Exchange Act) of the Ordinary SharesCommon Stock, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “"put equivalent position” " (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Ordinary SharesCommon Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose disposes of, any of the Shares or Warrant Shares Purchased Securities by the Purchaser or (ii) any hedging transaction which establishes a net short position with respect to the Shares or Warrant Shares Purchased Securities (clauses (i) and (ii) together, a “Short Sale”"SHORT SALE"); except for (A1) Short Sales by the Purchaser or Affiliate an affiliate of such Purchaser which was, prior to the date on which such Purchaser was first contacted by the Company regarding the transactions contemplated by this Agreement, a market maker for the Ordinary SharesCommon Stock, provided that such Short Sales are in the ordinary course of business of such Purchaser or Affiliate an affiliate of such Purchaser and are in compliance with the Securities Act, the rules and regulations of the Securities Act and such other securities laws as may be applicable, (B2) Short Sales by the Purchaser or an Affiliate affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement or (C3) Short Sales by the Purchaser or an Affiliate affiliate of such Purchaser to the extent that such Purchaser or Affiliate such affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactions.

Restrictions on Short Sales. Each Purchaser represents, warrants and covenants that neither such Neither the Purchaser nor any Affiliate of such Purchaser which (xi) had knowledge of the transactions contemplated hereby, (yii) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Shares, the Warrants and the Warrant SharesPurchased Securities, or (ziii) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading, has or will, directly or indirectly, during the period beginning on the date on which the Company Xxxxxxxx first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving until the Company) and ending time of the filing of the Current Report on the Closing DateForm 8-K required by Section 8(m), engaged engage in (i1) any “short sales” (as such term is defined in Rule 3b-3 promulgated under the Exchange Act) of the Ordinary SharesCommon Stock, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Ordinary SharesCommon Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the Shares or Warrant Shares Purchased Securities by the Purchaser or (ii2) any hedging transaction which establishes a net short position with respect to the Shares or Warrant Shares Purchased Securities (clauses (i1) and (ii2) together, a “Short Sale”); except for (A) . Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the SEC currently takes the position that coverage of Short Sales by “against the Purchaser or Affiliate of such Purchaser which was, box” prior to the effective date on which such Purchaser was first contacted by of the Company regarding Registration Statement with the transactions contemplated by this Agreement, SEC is a market maker for the Ordinary Shares, provided that such Short Sales are in the ordinary course violation of business Section 5 of such Purchaser or Affiliate of such Purchaser and are in compliance with the Securities Act, the rules as set forth in Compliance and regulations Disclosure Interpretations of the Division of Corporation Finance regarding the Securities Act and such other securities laws as may be applicable, (B) Short Sales by the Purchaser or an Affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement or (C) Short Sales by the Purchaser or an Affiliate of such Purchaser to the extent that such Purchaser or Affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactionsAct.

Restrictions on Short Sales. Each Purchaser represents, warrants and covenants that neither such Purchaser nor any Affiliate of such Purchaser which that (xi) had knowledge of the transactions contemplated hereby, (yii) has or shares discretion relating to such Purchaser’s 's investments or trading or information concerning such Purchaser’s 's investments, including in respect of the Shares, the Warrants and the Warrant Shares, Securities or (ziii) is subject to such Purchaser’s 's review or input concerning such Affiliate’s 's investments or trading, has or will, directly or indirectly, during the period beginning on the date on which the Company or any representative of the Company, first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving the Company) and ending on the date that is 120 days after the Closing Date, engaged engage in (ix) any “"short sales” " (as such term is defined in Rule 3b-3 promulgated under the Exchange Act) of the Ordinary SharesCommon Stock, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “"put equivalent position” " (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Ordinary SharesCommon Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the Shares or Warrant Shares Securities by the Purchaser or (iiy) any hedging transaction which that establishes a net short position with respect to the Shares or Warrant Shares Securities (clauses "(i) x)" and "(ii) y)" together, a “Short Sale”"SHORT SALE"); except for (A1) Short Sales by the Purchaser or Affiliate of such Purchaser which was, prior to the date on which such Purchaser was first contacted by the Company or a representative of the Company regarding the transactions contemplated by this Agreement, a market maker for the Ordinary SharesCommon Stock, provided that such Short Sales are in the ordinary course of business of such Purchaser or Affiliate of such Purchaser and are in compliance with the Securities Act, the rules and regulations of the Securities Act and such other securities laws as may be applicable, (B2) Short Sales by the Purchaser or an Affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement or Agreement, (C3) Short Sales by the Purchaser or an Affiliate of such Purchaser to the extent that such Purchaser or Affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactionstransactions or (4) Short Sales OF THE UNDERLYING SHARES in connection with the Automatic Exercise as defined in Section 4(c) of the Warrants.

Restrictions on Short Sales. Each Purchaser represents, warrants and covenants that neither such Neither the Purchaser nor any Affiliate of such Purchaser which (xi) had knowledge of the transactions contemplated hereby, (yii) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Shares, the Warrants and the Warrant SharesSecurities, or (ziii) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading, has or will, directly or indirectly, during the period beginning on the date on which C.E. Unterberg, Towbin, LLC (“CEUT”), financial advisors to the Company Company, first contacted such Purchaser regarding the transactions contemplated by this Agreement until the “Effective Date” (and involving the Companyas defined in Section 7(b) and ending on the Closing Datehereof) , engaged engage in (i) any “short sales” (as such term is defined in Rule 3b-3 promulgated under the Exchange Act0000 Xxx) of the Ordinary SharesCommon Stock, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act0000 Xxx) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Ordinary Sharesshares of Common Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the Shares or Warrant Shares Securities by the Purchaser or (ii) any hedging transaction which establishes a net short position with respect to the Shares or Warrant Shares (clauses (i) and (ii) together, a “Short Sale”); except for (A) Short Sales by the Purchaser or Affiliate of such Purchaser which was, prior to the date on which such Purchaser was first contacted by the Company CEUT regarding the transactions contemplated by this Agreement, a market maker for the Ordinary SharesCommon Stock, provided that such Short Sales are in the ordinary course of business of such Purchaser or Affiliate of such Purchaser and are in compliance with the Securities 1933 Act, the rules and regulations of the Securities 1933 Act and such other securities laws as may be applicable, (B) Short Sales by the Purchaser or an Affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement or (C) Short Sales by the Purchaser or an Affiliate of such Purchaser to the extent that such Purchaser or Affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactions.

Restrictions on Short Sales. Each Purchaser Subscriber --------------------------- represents, warrants and covenants that neither such Purchaser Subscriber nor any Affiliate of person or entity, directly or indirectly controlling, controlled by or under direct or indirect common control with such Purchaser Subscriber ("Affiliate") which (x) had has knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s Subscriber's investments or trading or information concerning such Purchaser’s Subscriber's investments, including in respect of the Shares, the Warrants and the Warrant SharesSecurities, or (z) is subject to such Purchaser’s Subscriber's review or input concerning such Affiliate’s 's investments or trading, has or will, directly or indirectly, during the period beginning on the date on which the Company Subscriber was first contacted such Purchaser regarding the transactions contemplated by this Agreement (and involving the Company) and ending on the Closing DateApril 2, engaged 2004, engage in (i) any “"short sales” " (as such term is defined in Rule 3b-3 promulgated under the Exchange 1934 Act) of the Ordinary Shares and/ox xxx Xxrrant Shares, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “"put equivalent position” " (within the meaning of Rule 16a-1(h) under the Exchange 1934 Act) with respect to, entering into enxxxxxx xnto any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Ordinary Shares, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the Shares or Warrant Shares Securities by the Purchaser such Subscriber or (ii) any hedging transaction which establishes a net short position with respect to the Shares or Warrant Shares Securities (clauses (i) and (ii) together, a “"Short Sale”"); except for (A) Short Sales by the Purchaser such Subscriber or an Affiliate of such Purchaser Subscriber which was, prior to the date on which such Purchaser Subscriber was first contacted by the Company regarding the transactions contemplated by this Agreement, a market maker for the Ordinary Shares, provided that such Short Sales are in the ordinary course of business of such Purchaser Subscriber or Affiliate of such Purchaser Subscriber and are in compliance with the Securities 1933 Act, the rules and regulations of the Securities 1933 Act and such other securities laws as may be applicable, (B) Short Sales by the Purchaser such Subscriber or an Affiliate of such Purchaser Subscriber which by virtue of the procedures of such Purchaser Subscriber or an Affiliate of such Subscriber are made without knowledge of the transactions contemplated by this Agreement or (C) Short Sales by the Purchaser such Subscriber or an Affiliate of such Purchaser Subscriber to the extent that such Purchaser Subscriber or Affiliate of such Purchaser Subscriber is acting in the capacity of a broker-dealer executing unsolicited third-party transactions.

Restrictions on Short Sales. Each Purchaser represents, warrants and covenants that neither such Neither the Purchaser nor any Affiliate of such Purchaser which (xi) had knowledge of the transactions contemplated hereby, (yii) has or shares discretion relating to such Purchaser’s investments or trading or information concerning such Purchaser’s investments, including in respect of the Shares, the Warrants and the Warrant SharesUnits, or (ziii) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading, has or will, directly or indirectly, during the period beginning on the date on which the Company Company, first contacted such Purchaser regarding the transactions contemplated by this Agreement until the “Effective Date” (and involving the Companyas defined in Section 7(b) and ending on the Closing Datehereof) , engaged engage in (i) any “short sales” (as such term is defined in Rule 3b-3 promulgated under the Exchange Act0000 Xxx) of the Ordinary SharesCommon Stock, including, without limitation, the maintaining of any short position with respect to, establishing or maintaining a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act0000 Xxx) with respect to, entering into any swap, derivative transaction or other arrangement (whether any such transaction is to be settled by delivery of Ordinary Sharesshares of Common Stock, other securities, cash or other consideration) that transfers to another, in whole or in part, any economic consequences or ownership, or otherwise dispose of, any of the Shares or Warrant Shares Securities by the Purchaser or (ii) any hedging transaction which establishes a net short position with respect to the Shares or Warrant Shares (clauses (i) and (ii) together, a “Short Sale”); except for (A) Short Sales by the Purchaser or Affiliate of such Purchaser which was, prior to the date on which such Purchaser was first contacted by the Company regarding the transactions contemplated by this Agreement, a market maker for the Ordinary SharesCommon Stock, provided that such Short Sales are in the ordinary course of business of such Purchaser or Affiliate of such Purchaser and are in compliance with the Securities 1933 Act, the rules and regulations of the Securities 1933 Act and such other securities laws as may be applicable, (B) Short Sales by the Purchaser or an Affiliate of such Purchaser which by virtue of the procedures of such Purchaser are made without knowledge of the transactions contemplated by this Agreement or (C) Short Sales by the Purchaser or an Affiliate of such Purchaser to the extent that such Purchaser or Affiliate of such Purchaser is acting in the capacity of a broker-dealer executing unsolicited third-party transactions.