Common use of Variable Rate Transactions Clause in Contracts

Variable Rate Transactions. From the date hereof until such time as no Purchaser holds any of the Securities, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell securities at a future determined price. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For the avoidance of doubt, the Purchasers agree that neither the Preferred Stock nor the Warrants constitute a Variable Rate Transaction.

Variable Rate Transactions. From the date hereof until such time as no Purchaser holds any of the SecuritiesWarrants, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security (other than customary anti-dilution events in connection with stock splits, combinations, recapitalizations, reclassifications, dilutive issuances and similar events) or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into into, or effects a transaction under, any agreement, including, but not limited to, an equity line of creditcredit (but excluding an “at-the-market” offering; provided that such “at-the-market” offering does not have any securities issuances until the one year anniversary of the Closing Date), whereby the Company may sell issue securities at a future determined price. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For the avoidance of doubt, the Purchasers agree that neither the Preferred Stock nor the Warrants constitute a Variable Rate Transaction.

Variable Rate Transactions. From The Company, at any time until the date hereof until such time as no Purchaser holds any one (1) year anniversary of the Securities, the Company Issuance Date shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the shares of Common Stock or (ii) enters into into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell issue securities at a future determined price; provided, however, that, after the 180th day after the Issuance Date, the entry into and/or issuance of shares of Common Stock in an “at the market” offering shall not be deemed a Variable Rate Transaction. Any Purchaser The Holder shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For the avoidance of doubt, the Purchasers agree that neither the Preferred Stock nor the Warrants constitute a Variable Rate Transactiondamages and any adjustments herein.

Variable Rate Transactions. (a) [Reserved]. (b) From the date hereof until such time as the Initial Purchaser no Purchaser longer holds any of the SecuritiesWarrants, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into into, or effects a transaction under, any agreement, including, but not limited to, an equity line of creditcredit or an “at-the-market offering”, whereby the Company may sell issue securities at a future determined priceprice regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled. Any The Initial Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For the avoidance of doubt, the Purchasers agree that neither the Preferred Stock nor the Warrants constitute a Variable Rate Transaction.

Variable Rate Transactions. From the date hereof until such time as no Purchaser holds any the later of (i) the date the last Note ceases to be outstanding, and (ii) the 12-month anniversary of the Securitiesdate hereof, the Company and each Subsidiary shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of shares of Common Stock or Common Stock Equivalents for cash consideration (or a combination of units thereof) involving a Variable Rate Transaction. “Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, upon and/or varies with, with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the shares of Common Stock or (ii) enters into into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell issue securities at a future determined priceprice regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled. Any Purchaser Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For the avoidance of doubt, the Purchasers agree that neither the Preferred Stock nor the Warrants constitute a Variable Rate Transaction.

Variable Rate Transactions. From the date hereof until such time Effective as no Purchaser holds any of the SecuritiesEffective Time, the parties hereto hereby waive Section 4.12(b) of the Securities Purchase Agreement and, in lieu thereof, agree that at any time the New Note remains outstanding (excluding any offering in which the proceeds, in whole in part, is used to repay in full all outstanding obligations under the New Note), the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, upon and/or varies with, with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into into, or effects a transaction under, any agreement, including, but not limited to, an equity line of creditcredit or at-the-market offering program, whereby the Company may sell issue securities at a future determined price. Any Purchaser The Holder shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For the avoidance purpose of doubtthis Section 10, “Common Stock Equivalents” means any securities of the Purchasers agree Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that neither is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the Preferred Stock nor the Warrants constitute a Variable Rate Transactionholder thereof to receive, Common Stock.

Variable Rate Transactions. From the date hereof until such time as no Purchaser holds any of execution of the SecuritiesSecurities Purchase Agreement until the earlier of (i) the Termination Date and (ii) the time that this Warrant has been exercised in full, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries subsidiaries of Common Stock or Common Stock Equivalents for cash consideration (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, upon and/or varies with, with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell issue securities at a future determined price. Any Purchaser The Holder shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For the avoidance of doubt, the Purchasers agree that neither the Preferred Stock nor the Warrants constitute a Variable Rate Transaction.

Variable Rate Transactions. From the date hereof until such time So long as no Purchaser holds any of the SecuritiesNotes remain outstanding, the Company and each Subsidiary shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock Ordinary Shares or Common Stock Ordinary Share Equivalents for cash consideration (or a combination of units thereof) involving a Variable Rate Transaction. “Ordinary Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred share, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, receive additional shares of Common Stock Ordinary Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, upon and/or varies with, with the trading prices of or quotations for the shares of Common Stock Ordinary Shares at any time after the initial issuance of such debt or equity securities securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock Ordinary Shares or (ii) enters into into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell issue securities at a future determined priceprice regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled. Any Purchaser Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For ; provided, however, that none of the avoidance of doubt, the Purchasers agree that neither the Preferred Stock nor the Warrants constitute a following transactions shall be Variable Rate TransactionTransactions: (x) any “at-the-market” offerings made pursuant to an effective registration statement, (y) any issuance of Ordinary Shares pursuant to that certain Ordinary Share Purchase Agreement, dated as of February 26, 2026, by and between the Company and Tumim Stone Capital, LLC, and (z) any issuance of Ordinary Shares pursuant to that certain Ordinary Share Purchase Agreement, dated as of February 26, 2026, by and between the Company and Amiens Technology Investments LLC.

Variable Rate Transactions. From the date hereof until such time and for so long as no Purchaser holds any of the SecuritiesNotes remain outstanding, the Company shall be prohibited from from, other than with a Buyer, effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock Ordinary Shares, Options or Common Stock Equivalents for cash consideration Convertible Securities (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company agrees to or enters into an agreement to (i) issues issue or sells sell any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, receive additional shares of Common Stock Ordinary Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, upon and/or varies with, with the trading prices of or quotations for the shares of Common Stock Ordinary Shares at any time after the initial issuance of such debt or equity securities securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock Ordinary Shares or (ii) enters into into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell issue securities at a future determined price. Any Purchaser Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For the avoidance of doubtIn addition, the Purchasers agree Company covenants and agrees that neither it will not enter into any agreement, undertaking or covenant with a third party that prohibits the Preferred Stock nor the Warrants constitute Company or its Subsidiaries from entering into, effecting or announcing a Variable Rate TransactionTransaction or similar transaction with the Buyers or their Affiliates at any time.

Variable Rate Transactions. From the date hereof until such time as no Purchaser holds any the later of (i) the date that less than ten percent (10%) of the SecuritiesPrincipal of the Notes are outstanding and (ii) the 12-month anniversary hereof, the Company and each Subsidiary shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of shares of Common Stock or Common Stock Equivalents for cash consideration (or a combination of units thereof) involving a Variable Rate Transaction. “Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, upon and/or varies with, with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the shares of Common Stock or (ii) enters into into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell issue securities at a future determined priceprice regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled. Any Purchaser Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For Notwithstanding the avoidance of doubtforegoing, the Purchasers agree that neither the Preferred Stock nor the Warrants constitute a Variable Rate TransactionTransaction shall not include existing instruments.

Variable Rate Transactions. From the date hereof until such time So long as no Purchaser holds any of the SecuritiesNotes remain outstanding, the Company and each Subsidiary shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock Ordinary Shares or Common Stock Ordinary Share Equivalents for cash consideration (or a combination of units thereof) involving a Variable Rate Transaction. ”Ordinary Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred share, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, receive additional shares of Common Stock Ordinary Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, upon and/or varies with, with the trading prices of or quotations for the shares of Common Stock Ordinary Shares at any time after the initial issuance of such debt or equity securities securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock Ordinary Shares or (ii) enters into into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell issue securities at a future determined priceprice regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled. Any Purchaser Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For ; provided, however, that none of the avoidance of doubt, the Purchasers agree that neither the Preferred Stock nor the Warrants constitute a following transactions shall be Variable Rate TransactionTransactions: (a) any issue of Ordinary Shares or standard Options to purchase Ordinary Shares to directors, officers or employees of the Company in their capacity as such pursuant to an Approved Stock Plan (as defined in the Notes), provided that (A) all such issuances (taking into account the Ordinary Shares issuable upon exercise of such Options) after the Subscription Date pursuant to this clause do not, in the aggregate, exceed ten percent (10%) of the Ordinary Shares issued and outstanding immediately prior to the Subscription Date, and (B) the exercise price of any such Options is not lowered, none of such Options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Options are otherwise materially changed in any manner that adversely affects any of the Buyers; (b) any issuance of securities pursuant to acquisitions, divestitures, licenses, partnerships, collaborations, or strategic transactions approved by the Company’s board of directors or a majority of the members of a committee of directors established for such purpose, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; and (c) any issuance of Ordinary Shares pursuant to that certain Ordinary Share Purchase Agreement, by and between the Company and Tumim Stone Capital LLC, dated as of August 29, 2025.

Variable Rate Transactions. From the date hereof until such time and for so long as no Purchaser holds any of the SecuritiesDebentures remain outstanding, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company agrees to or enters into an agreement to (i) issues issue or sells sell any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, upon and/or varies with, with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell issue securities at a future determined price. Any Purchaser Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For Notwithstanding the avoidance foregoing, this Section 4.12 shall not apply with respect to the Company’s Sales Agreement with ▇▇▇▇▇ and Company, LLC , pursuant to which the Company may offer and sell from time to time up to $200.0 million of doubtshares, existing as of the Purchasers agree that neither the Preferred Stock nor the Warrants constitute a Variable Rate Transactiondate hereof.

Variable Rate Transactions. (a) From the date hereof until the earlier of (i) such time as date when the Notes are no Purchaser holds any of longer outstanding or (ii) one (1) year after the SecuritiesExecution Date (the “Prohibition Period”), the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration (or a combination of units thereof) involving a Variable Rate TransactionTransaction absent the prior written consent of the Purchaser. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, credit or an “at-the-market offering” whereby the Company may sell issue securities at a future determined price, regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled. Any The Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For the avoidance of doubt, the Purchasers agree that neither the Preferred Stock nor the Warrants constitute a Variable Rate Transaction.

Variable Rate Transactions. From the date hereof until such time as no Purchaser holds any of ninety (90) months after the SecuritiesClosing Date, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries subsidiaries of Common Stock ADSs or Common Stock Equivalents for cash consideration Shares or ADS or Share equivalents (or a combination of units thereof) involving a Variable Rate Transaction. For purposes of this Agreement, “Variable Rate Transaction” means shall mean a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, receive additional shares of Common Stock ADSs or Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, upon and/or varies with, with the trading prices of or quotations for the shares of Common Stock ADSs or Shares at any time after the initial issuance of such debt or equity securities securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock ADSs or Shares or (ii) enters into into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell issue securities at a future determined price. Any Purchaser The Placement Agent shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For Notwithstanding anything to the avoidance of doubtcontrary contained herein, the Purchasers agree that neither restrictions contained in this section shall not apply to securities issued or issuable pursuant to the Preferred Stock nor securities purchase agreement entered into between the Warrants constitute a Variable Rate TransactionCompany and JAK Agriculture Ventures I LLC on December 8, 2025.

Variable Rate Transactions. From the date hereof until such time So long as no Purchaser holds any of the SecuritiesNotes remain outstanding, the Company and each Subsidiary shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock Ordinary Shares or Common Stock Ordinary Share Equivalents for cash consideration (or a combination of units thereof) involving a Variable Rate Transaction. “Ordinary Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred share, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, receive additional shares of Common Stock Ordinary Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, upon and/or varies with, with the trading prices of or quotations for the shares of Common Stock Ordinary Shares at any time after the initial issuance of such debt or equity securities securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock Ordinary Shares or (ii) enters into into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell issue securities at a future determined priceprice regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled. Any Purchaser Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For ; provided, however, that none of the avoidance of doubt, the Purchasers agree that neither the Preferred Stock nor the Warrants constitute a following transactions shall be Variable Rate TransactionTransactions: (a) any issue of Ordinary Shares or standard Options to purchase Ordinary Shares to directors, officers or employees of the Company in their capacity as such pursuant to an Approved Stock Plan (as defined in the Notes), provided that (A) all such issuances (taking into account the Ordinary Shares issuable upon exercise of such Options) after the Subscription Date pursuant to this clause do not, in the aggregate, exceed ten percent (10%) of the Ordinary Shares issued and outstanding immediately prior to the Subscription Date, and (B) the exercise price of any such Options is not lowered, none of such Options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Options are otherwise materially changed in any manner that adversely affects any of the Buyers; (b) any issuance of securities pursuant to acquisitions, divestitures, licenses, partnerships, collaborations, or strategic transactions approved by the Company’s board of directors or a majority of the members of a committee of directors established for such purpose, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; and (c) any issuance of Ordinary Shares pursuant to that certain Ordinary Share Purchase Agreement, by and between the Company and , dated as of August 29, 2025.

Variable Rate Transactions. From the date hereof until such time as no Purchaser holds any the six (6) anniversary of the SecuritiesFirst Closing Date, without the prior written consent of the Representative, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock Shares or any securities of the Company or its Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock Equivalents for cash consideration Shares (including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares (or a combination of units thereof) involving a Variable Rate TransactionTransaction (as defined herein). “Variable Rate Transaction” means a transaction in which the Company or any Subsidiary (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, receive additional shares of Common Stock Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, upon and/or varies with, with the trading prices of or quotations for the shares of Common Stock Shares at any time after the initial issuance of such debt or equity securities securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock Shares or (ii) enters into into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell issue securities at a future determined price. Any Purchaser Notwithstanding the foregoing, after the 30th day following the date of the Prospectus, the Company may enter into and effect sales pursuant to an at–the-market offering facility. The Representative shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For the avoidance of doubt, the Purchasers agree that neither the Preferred Stock nor the Warrants constitute a Variable Rate Transaction.

Variable Rate Transactions. From the date hereof until such time as no Purchaser holds any of the SecuritiesWarrants, each of Fr8hub and, the Post-Merger Company (commencing as of the closing of the Merger), shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company Post-Merger Company, or any of its Subsidiaries subsidiaries including Fr8hub (after the Merger) of Common Stock or Common Stock Equivalents for cash consideration (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which Fr8hub or the Post-Merger Company (after the Merger) (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock Stock, either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock Stock, at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of Fr8hub or the Post-Merger Company (after the Merger) or the market for the Common Stock Stock, or (ii) enters into into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby Fr8hub or the Post-Merger Company (after the Merger) may sell issue securities at a future determined price. Any Purchaser shall be entitled to obtain injunctive relief against Fr8hub or the Post-Merger Company (after the Merger) to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For the avoidance of doubt, the Purchasers agree that neither the Preferred Stock nor the Warrants constitute a Variable Rate Transaction.

Variable Rate Transactions. From the date hereof until such time as no Purchaser holds any the first (1st) anniversary of the SecuritiesFirst Closing Date, without the prior written consent of the Representative, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock Shares or any securities of the Company or its Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock Equivalents for cash consideration Shares (including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares (or a combination of units thereof) involving a Variable Rate TransactionTransaction (as defined herein). “Variable Rate Transaction” means a transaction in which the Company or any Subsidiary (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, receive additional shares of Common Stock Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, upon and/or varies with, with the trading prices of or quotations for the shares of Common Stock Shares at any time after the initial issuance of such debt or equity securities securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock Shares or (ii) enters into into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell issue securities at a future determined price. Any Purchaser Notwithstanding the foregoing, upon the completion of the restrictive period set forth in Section 3(o), the Company may enter into and effect sales pursuant to an at–the-market offering facility with the Representative. The Representative shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For the avoidance of doubt, the Purchasers agree that neither the Preferred Stock nor the Warrants constitute a Variable Rate Transaction.

Variable Rate Transactions. From Until the earlier of six (6) months from the date hereof until or such time as that no Purchaser holds any of owns the SecuritiesShares, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, upon and/or varies with, with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell securities at a future determined price. Notwithstanding the forgoing, (i) the Company has entered into an At-the-Market transaction through a sales agent relating to the offering and sale of the Company’s registered Common Stock and any sales made pursuant thereto shall not constitute a Variable Rate Transaction and (ii) the Company’s currently outstanding securities that are set forth on Schedule 4.12 shall not constitute a Variable Rate Transaction. For purposes of clarity, such transaction shall not constitute a Variable Rate Transaction. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For the avoidance of doubt, the Purchasers agree that neither the Preferred Stock nor the Warrants constitute a Variable Rate Transaction.

Variable Rate Transactions. From the date hereof until such time the Termination Date and so long as no Purchaser holds any at least twenty-five percent (25%) of the SecuritiesWarrants remain outstanding, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration (or a combination of units thereof) involving a Variable Rate Transaction. For the purposes hereof, “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company as currently carried on and as described in the Registration Statement or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell issue securities at a future determined priceprice that varies with the market per the terms of such agreement; provided however that the foregoing does not apply to any existing agreements or outstanding securities on the date hereof. Any Purchaser The Holder shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For Notwithstanding the avoidance foregoing, this Section 5(p) will may be amended or waived upon written consent of doubt, the Purchasers agree that neither the Preferred Stock nor holders of at least eighty percent (80%) of the Warrants constitute a Variable Rate Transactionthen outstanding.