Common use of Purchase and Sale of the Notes and the Warrants Clause in Contracts

Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions set forth herein: (a) at the First Closing, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, in exchange for the transfer to the Company by Investor of the First Funding Amount on the timing described above to the Company’s bank account the details of which are listed in Exhibit C-1, in cleared funds (a) a convertible promissory note, in the form attached hereto as Exhibit A (the “First Note”), in the principal amount of Seven Million Two Hundred Thousand Dollars ($7,200,000) (the “First Principal Amount”) and (b) an Ordinary Share purchase warrant, in the form attached hereto as Exhibit B, registered in the name of the Investor, pursuant to which the Investor shall have the right to acquire the Ordinary Shares set forth therein (the “First Warrant”). The Investor and the Company agree that for U.S. federal income tax purposes and applicable state, local and non-U.S. tax purposes, the Funding Amount shall be allocable among the Notes and the Warrants based on the relative fair market values thereof. Neither the Investor nor the Company shall take any contrary position on any tax return, or in any audit, claim, investigation, inquiry or proceeding in respect of taxes, unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended (the “Code”), or any analogous provision of applicable state, local or non-U.S. law. (b) at the Second Closing, as applicable, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, for the Second Funding Amount to the Company’s bank account the details of which are listed in Exhibit C-2, (a) a convertible promissory note, in the form attached hereto as Exhibit A (the “Second Note”, and together with the First Note, the “Notes”), in the principal amount equal to the principal amount of Twelve Million Dollars ($12,000,000) (the “Second Principal Amount”, and together with the First Principal Amount, the “Principal Amounts”) and (b) an Ordinary Shares purchase warrant, in the form attached hereto as Exhibit B, registered in the name of the Investor, pursuant to which the Investor shall have the right to acquire an amount of Ordinary Shares set forth therein (the “Second Warrant”, and together with the First Warrant, the “Warrants”).

Purchase and Sale of the Notes and the Warrants. Subject to the terms and conditions set forth herein: (a) , at the First Closing, the Company shall issue and sell to the each Investor, and the each Investor shall purchase from the Company, in exchange for the transfer to the Company by Investor of the First Funding Amount on the timing described above to the Company’s bank account the details of which are listed in Exhibit C-1, in cleared funds (a) a convertible promissory note, in the form attached hereto as Exhibit A (each, a “Note” and together, the “First NoteNotes”), in the principal amount set forth on the signature page hereto executed by such Investor, which shall carry an original issue discount of Seven Million Two Hundred Thousand nine percent (9%), or in the aggregate, up to $890,110 (the “OID”), to cover the Investors’ accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Notes, which is included in the principal balance of the Notes (each such amount, the “Principal Amount” of such Note, and all of the Principal Amounts together, the “Aggregate Principal Amount”), with the purchase price of the Notes be computed by subtracting the OID from the Principal Amount, and shall equal in the aggregate, up to nine million Dollars ($7,200,0009,000,000) (the “First Principal AmountPurchase Price”) ), and (b) an Ordinary Share a share purchase warrant, in the form attached hereto as Exhibit BB (each, a “Warrant” and together, the “Warrants”), registered in the name of the such Investor, pursuant to which the Investor shall have the right to acquire the Ordinary Shares in the amount set forth therein (on the “First Warrant”)signature page hereto executed by such Investor, in exchange for each Investor’s respective Funding Amount, as set forth on the signature page hereto executed by such Investor. The Each Investor and the Company agree that for U.S. federal income tax purposes and applicable state, local and non-U.S. tax purposes, the such Investor’s Funding Amount shall be allocable among the Notes between their Note and the Warrants their Warrant based on the relative fair market values thereof. Neither the No Investor nor the Company shall take any contrary position on any tax return, or in any audit, claim, investigation, inquiry or proceeding in respect of taxes, unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended (the “Code”), or any analogous provision of applicable state, local or non-U.S. law. (b) at the Second Closing, as applicable, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, for the Second Funding Amount to the Company’s bank account the details of which are listed in Exhibit C-2, (a) a convertible promissory note, in the form attached hereto as Exhibit A (the “Second Note”, and together with the First Note, the “Notes”), in the principal amount equal to the principal amount of Twelve Million Dollars ($12,000,000) (the “Second Principal Amount”, and together with the First Principal Amount, the “Principal Amounts”) and (b) an Ordinary Shares purchase warrant, in the form attached hereto as Exhibit B, registered in the name of the Investor, pursuant to which the Investor shall have the right to acquire an amount of Ordinary Shares set forth therein (the “Second Warrant”, and together with the First Warrant, the “Warrants”).