Common use of Ownership Limitation; Commitment Amount Clause in Contracts

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will inform the Company in writing of the number of Common Shares the Investor currently beneficially owns. At the request of the Investor, the Company shall promptly confirm orally or in writing to the Investor the number of Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 4.99% of the then outstanding voting power or number of Common Shares (the “Ownership Limitation”). In connection with each Advance Notice, any portion of an Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the Advance by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Investor, upon notice to the Company, may increase or decrease the Ownership Limitation provisions of this Section 3.02, provided that the Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Shares held by the Investor and the Ownership Limitation provisions of this Section 3.02 shall continue to apply. Any increase in the Ownership Limitation will not be effective until the sixty-first day after such notice is delivered to the Company. Since the Investor will not be obligated to report to the Company the number of Shares it may hold at the time of an Advance Notice, unless the Advance Notice at issue would result in the issuance of Shares in excess of the Ownership Limitation without regard to any other shares which may be beneficially owned by the Investor or an affiliate thereof, the Investor shall have the authority and obligation to determine whether the restriction contained in this Section 3.02 will limit any particular Advance Notice and to the extent that the Investor determines that the limitation contained in this Section 3.02 applies, the determination of which portion of the principal amount of the applicable Advance Notice shall be the responsibility and obligation of the Investor.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will inform the Company in writing of the number of Common Shares the Investor currently beneficially owns. At the request of the Investor, the Company shall promptly confirm orally or in writing to the Investor the number of Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates Affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates Affiliates (on an aggregated basis) to exceed 4.99% of the then outstanding voting power or number of Common Shares (the “Ownership Limitation”). In connection with each Advance Notice, any portion of an Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the Advance by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Investor, upon notice to the Company, may increase or decrease the Ownership Limitation provisions of this Section 3.022.02, provided that the Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Shares held by the Investor and the Ownership Limitation provisions of this Section 3.02 2.02 shall continue to apply. Any increase in the Ownership Limitation will not be effective until the sixty-first day after such notice is delivered to the Company. Since the Investor will not be obligated to report to the Company the number of Shares it may hold at the time of an Advance Notice, unless the Advance Notice at issue would result in the issuance of Shares in excess of the Ownership Limitation without regard to any other shares which may be beneficially owned by the Investor or an affiliate Affiliate thereof, the Investor shall have the authority and obligation to determine whether the restriction contained in this Section 3.02 2.02 will limit any particular Advance Notice and to the extent that the Investor determines that the limitation contained in this Section 3.02 2.02 applies, the determination of which portion of the principal amount of the applicable Advance Notice shall be the responsibility and obligation of the Investor.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will shall inform the Company in writing of the number of Common Shares the Investor currently and each of its Affiliates beneficially owns. At the request of the Investor, the Company shall promptly confirm orally or in writing to the Investor the number of Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates Affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates Affiliates (on an aggregated basis) to exceed of a number of Common Shares exceeding 4.99% of the then then-outstanding voting power or number of Common Shares (the “Ownership Limitation”). Upon the request of the Investor, the Company shall promptly (but no later than the next Business Day following such request on which the transfer agent for the Common Shares is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding. The Investor agrees to use commercially reasonable efforts to sell most of the Advance Shares issued to it pursuant to any Advance hereunder within a reasonable time following the date on which the Advance Closing to which such Advance relates occurs, to the extent practicable based on market conditions. In connection with each Advance NoticeNotice delivered by the Company, any portion of an Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the number of Advance Shares requested by an amount equal to such withdrawn portion; provided that that, in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Investor, upon notice to the Company, may increase or decrease the Ownership Limitation provisions of this Section 3.02, provided that the Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Shares held by the Investor and the Ownership Limitation provisions of this Section 3.02 shall continue to apply. Any increase in the Ownership Limitation will not be effective until the sixty-first day after such notice is delivered to the Company. Since the Investor will not be obligated to report to the Company the number of Shares it may hold at the time of an Advance Notice, unless the Advance Notice at issue would result in the issuance of Shares in excess of the Ownership Limitation without regard to any other shares which may be beneficially owned by the Investor or an affiliate thereof, the Investor shall have the authority and obligation to determine whether the restriction contained in this Section 3.02 will limit any particular Advance Notice and to the extent that the Investor determines that the limitation contained in this Section 3.02 applies, the determination of which portion of the principal amount of the applicable Advance Notice shall be the responsibility and obligation of the Investor.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will inform the Company in writing of the number of Common Shares the Investor currently beneficially owns. At the request of the Investor, the Company shall promptly confirm orally or in writing to the Investor the number of Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates Affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates Affiliates (on an aggregated basis) to exceed 4.999.99% of the then outstanding voting power or number of Common Shares (the “Ownership Limitation”). In connection with each Advance Notice, any portion of an Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the Advance by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Investor, upon notice to the Company, may increase or decrease the Ownership Limitation provisions of this Section 3.02, provided that the Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Shares held by the Investor and the Ownership Limitation provisions of this Section 3.02 shall continue to apply. Any increase in the Ownership Limitation will not be effective until the sixty-first day after such notice is delivered to the Company. Since the Investor will not be obligated to report to the Company the number of Shares it may hold at the time of an Advance Notice, unless the Advance Notice at issue would result in the issuance of Shares in excess of the Ownership Limitation without regard to any other shares which may be beneficially owned by the Investor or an affiliate Affiliate thereof, the Investor shall have the authority and obligation to determine whether the restriction contained in this Section 3.02 2.02 will limit any particular Advance Notice and to the extent that the Investor determines that the limitation contained in this Section 3.02 2.02 applies, the determination of which portion of the principal amount of the applicable Advance Notice shall be the responsibility and obligation of the Investor.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will inform the Company in writing of the number amount of shares of Class A Common Shares Stock the Investor and each of its Affiliates currently beneficially owns. At In no event shall the request number of the Investor, the Company shall promptly confirm orally or in writing Advance Shares issuable to the Investor pursuant to an Advance cause the aggregate number of shares of Class A Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other Common Shares Stock beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership Act) by the Investor and its affiliates Affiliates (on an aggregated basisbasis and as a result of previous issuances and sales of Shares to the Investor under this Agreement) to exceed 4.99% of the then then-outstanding voting power or number shares of Class A Common Shares Stock (the “Ownership Limitation”). The Investor agrees to use commercially reasonable efforts to sell all Shares issued to it pursuant to any Advance hereunder within 15 Trading Days following the date on which the Advance Closing to which such Advance relates occurs. In connection with each Advance NoticeNotice delivered by the Company, any portion of an Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the Advance Amount requested by an amount equal to such withdrawn portion; provided that that, in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Investor, upon notice to the Company, may increase or decrease the Ownership Limitation provisions of this Section 3.02, provided that the Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Shares held by the Investor and the Ownership Limitation provisions of this Section 3.02 shall continue to apply. Any increase in the Ownership Limitation will not be effective until the sixty-first day after such notice is delivered to the Company. Since the Investor will not be obligated to report to the Company the number of Shares it may hold at the time of an Advance Notice, unless the Advance Notice at issue would result in the issuance of Shares in excess of the Ownership Limitation without regard to any other shares which may be beneficially owned by the Investor or an affiliate thereof, the Investor shall have the authority and obligation to determine whether the restriction contained in this Section 3.02 will limit any particular Advance Notice and to the extent that the Investor determines that the limitation contained in this Section 3.02 applies, the determination of which portion of the principal amount of the applicable Advance Notice shall be the responsibility and obligation of the Investor.such

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will shall promptly (but no later than the next Business Day after the Company’s request) inform the Company in writing advance of the number of Common Ordinary Shares the Investor currently and its Affiliates beneficially owns. At the request of the Investor, the Company shall promptly confirm orally or in writing to the Investor the number of Common Shares then outstandingown. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Ordinary Shares under this Agreement which, when aggregated with all other Common Ordinary Shares beneficially owned by the Investor and its affiliates Affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates Affiliates (on an aggregated basis) to exceed of a number of Ordinary Shares exceeding 4.99% of the then outstanding voting power or number of Common Ordinary Shares (the “Ownership Limitation”). The Investor will use commercially reasonable efforts to sell Ordinary Shares so as not to cause the Ownership Limitation from restricting the Company from submitting any Advance Notice and from Investor from purchasing Ordinary Shares pursuant to each Advance Notice. Upon the written request of the Investor, the Company shall promptly (but no later than the next Business Day on which the transfer agent for the Ordinary Shares is open for business) confirm orally or in writing to the Investor the number of Ordinary Shares then outstanding. In connection with each Advance NoticeNotice delivered by the Company, any portion of an the Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of purchase price paid by the Investor for the Advance Shares issued and sold to the Investor hereunder hereunder, to exceed the Commitment Amount Amount, shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the number of Advance Shares requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Investor, upon notice to the Company, may increase or decrease the Ownership Limitation provisions of this Section 3.02, provided that the Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Shares held by the Investor and the Ownership Limitation provisions of this Section 3.02 shall continue to apply. Any increase in the Ownership Limitation will not be effective until the sixty-first day after such notice is delivered to the Company. Since the Investor will not be obligated to report to the Company the number of Shares it may hold at the time of an Advance Notice, unless the Advance Notice at issue would result in the issuance of Shares in excess of the Ownership Limitation without regard to any other shares which may be beneficially owned by the Investor or an affiliate thereof, the Investor shall have the authority and obligation to determine whether the restriction contained in this Section 3.02 will limit any particular Advance Notice and to the extent that the Investor determines that the limitation contained in this Section 3.02 applies, the determination of which portion of the principal amount of the applicable Advance Notice shall be the responsibility and obligation of the Investor.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will inform the Company in writing (which may be by e-mail) of the number of Common Shares the Investor currently beneficially owns. At the request of the Investor, the Company shall promptly confirm orally or in writing (which may be by e-mail) to the Investor the number of Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 4.99% of the then outstanding voting power or number of Common Shares (the “Ownership Limitation”); provided, that upon delivery of a written notice to the Company, Investor may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Ownership Limitation to 9.99%; provided further, that (i) any such increase in the Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. In connection with each Advance Purchase Notice, any portion of an Advance Shares requested to be purchased in such Purchase Notice that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the CompanyCompany or the Investor, and such Advance Purchase Notice shall be deemed automatically modified to reduce the Advance number of Shares requested to be purchased by an amount equal to such withdrawn portion; provided provided, that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Investor, upon notice to the Company, may increase or decrease the Ownership Limitation provisions of this Section 3.02, provided that the Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Shares held by the Investor and the Ownership Limitation provisions of this Section 3.02 shall continue to apply. Any increase in the Ownership Limitation will not be effective until the sixty-first day after such notice is delivered to the Company. Since the Investor will not be obligated to report to the Company including the number of Shares it may hold at the time of an Advance Notice, unless the Advance Notice at issue would result in the issuance of Shares in excess of the Ownership Limitation without regard to any other shares which may be beneficially owned affected by the Investor such withdrawal or an affiliate thereof, the Investor shall have the authority and obligation to determine whether the restriction contained in this Section 3.02 will limit any particular Advance Notice and to the extent that the Investor determines that the limitation contained in this Section 3.02 applies, the determination of which portion of the principal amount of the applicable Advance Notice shall be the responsibility and obligation of the Investormodification.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will inform the Company in writing (which may be by e-mail) of the number of Common Shares the Investor currently beneficially owns. At the request of the Investor, the Company shall promptly confirm orally or in writing (which may be by e-mail) to the Investor the number of Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 4.999.99% of the then outstanding voting power or number of Common Shares (the “Ownership Limitation”). In connection with each Advance Purchase Notice or Intraday Purchase Notice, any portion of an Advance Shares requested to be purchased in such Purchase Notice or Intraday Purchase Notice that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the CompanyCompany or the Investor, and such Advance Purchase Notice or Intraday Purchase Notice shall be deemed automatically modified to reduce the Advance number of Shares requested to be purchased by an amount equal to such withdrawn portion; provided provided, that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Investor, upon notice to the Company, may increase or decrease the Ownership Limitation provisions of this Section 3.02, provided that the Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Shares held by the Investor and the Ownership Limitation provisions of this Section 3.02 shall continue to apply. Any increase in the Ownership Limitation will not be effective until the sixty-first day after such notice is delivered to the Company. Since the Investor will not be obligated to report to the Company including the number of Shares it may hold at the time of an Advance Notice, unless the Advance Notice at issue would result in the issuance of Shares in excess of the Ownership Limitation without regard to any other shares which may be beneficially owned affected by the Investor such withdrawal or an affiliate thereof, the Investor shall have the authority and obligation to determine whether the restriction contained in this Section 3.02 will limit any particular Advance Notice and to the extent that the Investor determines that the limitation contained in this Section 3.02 applies, the determination of which portion of the principal amount of the applicable Advance Notice shall be the responsibility and obligation of the Investormodification.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will inform the Company in writing of In no event shall the number of Common Shares the Investor currently beneficially owns. At the request of the Investor, the Company shall promptly confirm orally or in writing issuable to the Investor pursuant to an Advance cause the aggregate number of Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership Act) by the Investor and its affiliates (on an aggregated basis) Affiliates as a result of previous issuances and sales of Common Shares to the Investor under this Agreement to exceed 4.999.99% of the then outstanding voting power or number of Common Shares (the “Ownership Limitation”). In connection with each Advance NoticeNotice delivered by the Company, any portion of an the Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the amount of the Advance requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The InvestorNotwithstanding the foregoing, upon notice to if in connection with an Advance Notice delivered by the Company, may increase or decrease any portion of the Advance would cause the Investor to exceed the Ownership Limitation provisions due to the Investor’s ownership of this Section 3.02the Company’s convertible debenture in the principal amount of $20,000,000 issued on August 9, provided 2022 and the Company’s convertible debenture in the principal amount of $15,000,000 issued on September 21, 2022 or other securities convertible into Common Shares and resulting in the Investor’s beneficial ownership of such Common Shares (collectively, the “Other Securities”), then the maximum number of Common Shares that the Ownership Limitation in no event exceeds 9.99% of Other Securities will be convertible into will be reduced by the number of Common Shares outstanding immediately after giving effect to included in the issuance of Advance for such period that the Investor holds such Common Shares held covered by the Investor Advance and the Ownership Limitation provisions of this Section 3.02 shall continue to apply. Any increase in the Ownership Limitation will not be effective until the sixty-first day after such notice is delivered to the Company. Since the Investor will not be obligated to report to the Company the number of Shares it may hold at the time of an Advance Notice, unless covered by the Advance Notice at issue would result in the issuance of Shares in excess of the Ownership Limitation without regard to any other shares which may will not be beneficially owned by the Investor or an affiliate thereof, the Investor shall have the authority and obligation to determine whether the restriction contained in this Section 3.02 will limit any particular Advance Notice and to the extent that the Investor determines that the limitation contained in this Section 3.02 applies, the determination of which portion of the principal amount of the applicable Advance Notice shall be the responsibility and obligation of the Investorreduced.

Ownership Limitation; Commitment Amount. Notwithstanding anything in this Agreement to the contrary, the maximum aggregate number of Advance Shares that the Company may require the Investor to purchase under this Agreement pursuant to all Advances is 10,000,000 shares ( the “Share Cap”). At the request of the Company, the Investor will shall inform the Company in writing of the number of Common Shares the Investor currently and each of its Affiliates beneficially owns. At the request of the Investor, the Company shall promptly confirm orally or in writing to the Investor the number of Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates Affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates Affiliates (on an aggregated basis) to exceed of a number of Common Shares exceeding 4.99% of the then outstanding voting power or number of Common Shares outstanding immediately after giving effect to such purchase or acquisition (provided that the Holder, upon notice to the Company, may increase or decrease the foregoing percentage, provided further that such percentage shall in no event exceed 9.99%, and that any increase in such percentage shall not be effective until the 61st day after such notice is delivered to the Company). (the “Ownership Limitation”). Upon the request of the Investor, the Company shall promptly (but no later than the next Business Day following such request on which the transfer agent for the Common Shares is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding. In connection with each Advance NoticeNotice delivered by the Company, any portion of an Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount or the Share Cap shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the number of Advance Shares requested by an amount equal to such withdrawn portion; provided that that, in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Investor, upon notice to the Company, may increase or decrease the Ownership Limitation provisions of this Section 3.02, provided that the Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Shares held by the Investor and the Ownership Limitation provisions of this Section 3.02 shall continue to apply. Any increase in the Ownership Limitation will not be effective until the sixty-first day after such notice is delivered to the Company. Since the Investor will not be obligated to report to the Company the number of Shares it may hold at the time of an Advance Notice, unless the Advance Notice at issue would result in the issuance of Shares in excess of the Ownership Limitation without regard to any other shares which may be beneficially owned by the Investor or an affiliate thereof, the Investor shall have the authority and obligation to determine whether the restriction contained in this Section 3.02 will limit any particular Advance Notice and to the extent that the Investor determines that the limitation contained in this Section 3.02 applies, the determination of which portion of the principal amount of the applicable Advance Notice shall be the responsibility and obligation of the Investor.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will shall (within one business day of such request) inform the Company in writing of the number amount of Common Shares Stock the Investor currently then beneficially owns. At the request of the Investor, the Company shall promptly confirm orally or in writing to the Investor the number of Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any shares of Common Shares Stock under this Agreement which, when aggregated with all other shares of Common Shares Stock beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 4.999.99% of the then outstanding voting power or number of shares of Common Shares Stock (the “Ownership Limitation”). The Investor may, upon written notice to the Company, increase or decrease the Ownership Limitation, provided that (a) the Ownership Limitation shall in no event exceed 9.99% of the then outstanding voting power or number of shares of Common Stock and (b) any increase in the Ownership Limitation will not be effective until the 61st day after such written notice is delivered to the Company. Upon the written request of the Investor, the Company shall promptly (but no later than one ​ ​ business day after the next business day on which the transfer agent for the Common Stock is open for business) confirm orally or by email or other writing to the Investor the number of shares of Common Stock then outstanding. In connection with each Advance NoticeNotice delivered by the Company, any portion of an the number of Advance Shares that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder (excluding, for the avoidance of doubt, the Initial Commitment Shares and the Commitment Pre-Funded Warrant Shares) to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the number of Advance Shares requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Investor, upon notice to the Company, may increase or decrease the Ownership Limitation provisions of this Section 3.02, provided that the Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Shares held by the Investor and the Ownership Limitation provisions of this Section 3.02 shall continue to apply. Any increase in the Ownership Limitation will not be effective until the sixty-first day after such notice is delivered to the Company. Since the Investor will not be obligated to report to the Company the number of Shares it may hold at the time of an Advance Notice, unless the Advance Notice at issue would result in the issuance of Shares in excess of the Ownership Limitation without regard to any other shares which may be beneficially owned by the Investor or an affiliate thereof, the Investor shall have the authority and obligation to determine whether the restriction contained in this Section 3.02 will limit any particular Advance Notice and to the extent that the Investor determines that the limitation contained in this Section 3.02 applies, the determination of which portion of the principal amount of the applicable Advance Notice shall be the responsibility and obligation of the Investor.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will inform the Company in writing of the number of Common Shares the Investor currently beneficially owns. At the request of the Investor, the Company shall promptly confirm orally or in writing to the Investor the number of Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement whichto the extent that after giving effect to such receipt of Common Shares would, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 4.999.99% of the then outstanding voting power or number of Common Shares (the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than the next business day on which the transfer agent for the Common Shares is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding. In connection with each Advance NoticeNotice delivered by the Company, any portion of an the Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause result in the aggregate number Purchase Price of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the amount of the Advance requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Investor, Ownership Limitation may be waived by the Investor as to itself and its affiliates upon not less than 65 days prior notice to the Company, may increase or decrease . During the Ownership Limitation provisions term of this Section 3.02, provided that the Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Shares held by the Investor and the Ownership Limitation provisions of this Section 3.02 shall continue to apply. Any increase in the Ownership Limitation will not be effective until the sixty-first day after such notice is delivered to the Company. Since the Investor will not be obligated to report to the Company the number of Shares it may hold at the time of an Advance Notice, unless the Advance Notice at issue would result in the issuance of Shares in excess of the Ownership Limitation without regard to any other shares which may be beneficially owned by the Investor or an affiliate thereofAgreement, the Investor shall have the authority on behalf of itself and obligation its affiliates hereby agrees not to determine whether the restriction contained in this Section 3.02 will limit acquire beneficial ownership any particular Advance Notice and Common Shares, or securities convertible into Common Shares, to the extent that such acquisition would materially limit the Investor determines that the limitation contained in this Section 3.02 applies, the determination of which portion of the principal amount of the applicable Advance Notice shall be the responsibility and obligation of the InvestorCompany’s ability to exercise its right to issue Advances hereunder.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will promptly inform (but no later than the next Business Day on which the transfer agent for the Common Shares is open for business) the Company in writing of the number of Common Shares the Investor currently beneficially owns. At the request of the Investor, the Company shall promptly (but no later than the next Business Day on which the transfer agent for the Common Shares is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 4.99of a number of Common Shares exceeding 9.99% of the then then-outstanding voting power or number of Common Shares (the “Ownership Limitation”). In connection with each Advance Notice, any portion of an Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the Advance by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Investor, upon notice to the Company, may increase or decrease the Ownership Limitation provisions of this Section 3.02, provided that the Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Shares held by the Investor and the Ownership Limitation provisions of this Section 3.02 shall continue to apply. Any increase in the Ownership Limitation will not be effective until the sixty-first day after such notice is delivered to the Company. Since the Investor will not be obligated to report to the Company the number of Shares it may hold at the time of an Advance Notice, unless the Advance Notice at issue would result in the issuance of Shares in excess of the Ownership Limitation without regard to any other shares which may be beneficially owned by the Investor or an affiliate thereof, the Investor shall have the authority and obligation to determine whether the restriction contained in this Section 3.02 will limit any particular Advance Notice and to the extent that the Investor determines that the limitation contained in this Section 3.02 applies, the determination of which portion of the principal amount of the applicable Advance Notice shall be the responsibility and obligation of the Investor.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will inform the Company in writing (which may be by e-mail) of the number of Common Shares the Investor currently beneficially owns. At the request of the Investor, the Company shall promptly confirm orally or in writing (which may be by e-mail) to the Investor the number of Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) to exceed 4.99% of the then outstanding voting power or number of Common Shares (the “Ownership Limitation”). In connection with each Advance Purchase Notice, any portion of an Advance Shares requested to be purchased in such Purchase Notice that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the CompanyCompany or the Investor, and such Advance Purchase Notice shall be deemed automatically modified to reduce the Advance number of Shares requested to be purchased by an amount equal to such withdrawn portion; provided provided, that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Investor, upon notice to the Company, may increase or decrease the Ownership Limitation provisions of this Section 3.02, provided that the Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Shares held by the Investor and the Ownership Limitation provisions of this Section 3.02 shall continue to apply. Any increase in the Ownership Limitation will not be effective until the sixty-first day after such notice is delivered to the Company. Since the Investor will not be obligated to report to the Company including the number of Shares it may hold at the time of an Advance Notice, unless the Advance Notice at issue would result in the issuance of Shares in excess of the Ownership Limitation without regard to any other shares which may be beneficially owned affected by the Investor such withdrawal or an affiliate thereof, the Investor shall have the authority and obligation to determine whether the restriction contained in this Section 3.02 will limit any particular Advance Notice and to the extent that the Investor determines that the limitation contained in this Section 3.02 applies, the determination of which portion of the principal amount of the applicable Advance Notice shall be the responsibility and obligation of the Investormodification.

Ownership Limitation; Commitment Amount. At the request of the Company, the Investor will shall inform the Company in writing of the number of Common Ordinary Shares the Investor currently then beneficially owns. At the request of the Investor, the Company shall promptly confirm orally or in writing to the Investor the number of Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Ordinary Shares under this Agreement which, when aggregated with all other Common Ordinary Shares beneficially owned by the Investor and its affiliates Affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates Affiliates (on an aggregated basis) to exceed of a number of Ordinary Shares exceeding 4.99% of the then outstanding voting power or number of Common Ordinary Shares (the “Ownership Limitation”). The Investor will use commercially reasonable efforts to sell Ordinary Shares so as not to cause the Ownership Limitation to restrict the Company from submitting any Advance Notice and from Investor from purchasing Ordinary Shares pursuant to each Advance Notice. Upon the written request of the Investor, the Company shall promptly (but no later than the next Business Day on which the transfer agent for the Ordinary Shares is open for business) confirm orally or in writing to the Investor the number of Ordinary Shares then outstanding. In connection with each Advance NoticeNotice delivered by the Company, any portion of an the Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the number of Advance Shares requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. The Investor, upon notice to the Company, may increase or decrease the Ownership Limitation provisions of this Section 3.02, provided that the Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Shares held by the Investor and the Ownership Limitation provisions of this Section 3.02 shall continue to apply. Any increase in the Ownership Limitation will not be effective until the sixty-first day after such notice is delivered to the Company. Since the Investor will not be obligated to report to the Company the number of Shares it may hold at the time of an Advance Notice, unless the Advance Notice at issue would result in the issuance of Shares in excess of the Ownership Limitation without regard to any other shares which may be beneficially owned by the Investor or an affiliate thereof, the Investor shall have the authority and obligation to determine whether the restriction contained in this Section 3.02 will limit any particular Advance Notice and to the extent that the Investor determines that the limitation contained in this Section 3.02 applies, the determination of which portion of the principal amount of the applicable Advance Notice shall be the responsibility and obligation of the Investor.

Ownership Limitation; Commitment Amount. At Upon the delivery of an Investor Notice or otherwise at the request of the Company, the Investor will shall inform the Company in writing of the number of Common Shares the Investor currently beneficially owns. At the request of the Investor, the Company shall promptly confirm orally or in writing to the Investor the number of Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates Affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates Affiliates (on an aggregated basis) to exceed of a number of Common Shares exceeding 4.99% of the then outstanding voting power or number of Common Shares (the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than the next Business Day on which the transfer agent for the Common Shares is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding. In connection with each Advance Notice, any portion of an the Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Common Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the number of Advance Shares issuable pursuant to such Advance by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly (but in any event prior to the issuance of the Common Shares pursuant to the applicable Advance) notify the Company of such event. The Investor, upon notice to the Company, may increase or decrease the Ownership Limitation provisions of this Section 3.02, provided that the Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Shares held by the Investor and the Ownership Limitation provisions of this Section 3.02 shall continue to apply. Any increase in the Ownership Limitation will not be effective until the sixty-first day after such notice is delivered to the Company. Since the Investor will not be obligated to report to the Company the number of Shares it may hold at the time of an Advance Notice, unless the Advance Notice at issue would result in the issuance of Shares in excess of the Ownership Limitation without regard to any other shares which may be beneficially owned by the Investor or an affiliate thereof, the Investor shall have the authority and obligation to determine whether the restriction contained in this Section 3.02 will limit any particular Advance Notice and to the extent that the Investor determines that the limitation contained in this Section 3.02 applies, the determination of which portion of the principal amount of the applicable Advance Notice shall be the responsibility and obligation of the Investor.