Common use of Acknowledgement Regarding Purchaser’s Trading Activity Clause in Contracts

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section 3.2(f) hereof), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstanding in compliance with all applicable Laws, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section 3.2(fSections 3.2(e) and 4.10 hereof), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, that none of the Purchasers has have been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term; (ii) that past or future open market or other transactions by any Purchaser, including Short Sales, and specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) that any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) that each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ya) one or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstanding in compliance with all applicable Laws, and (zb) such hedging activities (if any) could reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common StockOrdinary Shares and/or ADSs, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the ADSs and Shares are outstanding in compliance with all applicable Lawsoutstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section Sections 3.2(f) and 4.16 hereof), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, that none of the Purchasers has have been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares Securities for any specified term; (ii) that past or future open market or other transactions by any Purchaser, including Short Sales, and specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) that any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, ; and (iv) that each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ya) one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding in compliance with all applicable Laws, and (zb) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section 3.2(f) hereof), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Notes or Shares for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Notes or Shares are outstanding in compliance with all applicable Laws, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section 3.2(f) hereof), it It is understood and acknowledged by the Company that: , except as provided in Section 3.11 and subject to compliance by the Purchasers with applicable law, (i) as of the date of this Agreement, none of the Purchasers has have been asked by the Company or its Subsidiaries to agree, nor has any Purchaser agreedagreed with the Company or its Subsidiaries, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties counterparties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iviii) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party counterparty in any “derivative” transaction. The Company further understands and acknowledges that that, (ya) subject to compliance by the Purchasers with applicable law, one or more Purchasers may engage in hedging and/or trading activities at various times during the period that the Shares are outstanding in compliance with all applicable Laws, and (zb) such hedging activities (and/or trading activities, if any) could , can reduce the value of the existing stockholders' ’ equity interests interest in the Company both at and after the time that the hedging and/or trading activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement, or any of the Transaction Documentsdocuments executed in connection herewith.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section Sections 3.2(f) and 4.11 hereof), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstanding in compliance with all applicable Laws, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section Sections 3.2(f) hereofand 4.15 hereof as to the Purchasers), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, that none of the Purchasers has have been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares Securities for any specified term; (ii) that past or future open market or other transactions by any Purchaser, including Short Sales, and specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) that any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) that each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ya) one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding in compliance with all applicable Laws, and (zb) such hedging activities (if any) could reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section 3.2(f) 4.15 hereof), it is understood and acknowledged agreed by the Company that: (i) as that, to the knowledge of the date of this AgreementCompany, none of the Purchasers has have been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares Securities for any specified term; (ii) that past or future open market or other transactions by any Purchaser, including Short Sales, and specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) that any Purchaser, and counter-counter parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, ; and (iv) that, to the knowledge of the Company, each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-counter party in any “derivative” transaction. The Company further understands and acknowledges that (ya) one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding in compliance with all applicable Laws, and (zb) such hedging activities (if any) could reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section Sections 3.2(f), 3.2(g) hereofand 4.19 of this Agreement which shall control), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, that none of the Purchasers has have been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares Securities for any specified term; , (ii) that past or future open market or other transactions by any Purchaser, including Short Sales, and specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; , (iii) that any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) that each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (yA) one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding in compliance with all applicable Lawsoutstanding, and (zB) such hedging activities (if any) could reduce the value of the existing stockholders' shareholders’ equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section 3.2(fSections 3.2(e) and 4.15 hereof), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, that none of the Purchasers has have been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares Securities for any specified term; (ii) that past or future open market or other transactions by any Purchaser, including Short Sales, and specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) that any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) that each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ya) one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding in compliance with all applicable Laws, and (zb) such hedging activities (if any) could reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section Sections 3.2(f) and 4.16 hereof), it is understood and acknowledged by the Company that: (i) as of that other than with respect to the date of this AgreementAdvisor, none of the Purchasers has have been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term; (ii) that past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) that any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) that each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ya) one or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstanding in compliance with all applicable Lawsoutstanding, and (zb) such hedging activities (if any) could reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities within the bounds of applicable law or regulation do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section 3.2(fSections 3.2(g) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, that none of the Purchasers has have been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term; (ii) that past or future open market or other transactions by any Purchaser, and specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) that any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) that each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ya) one or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstanding in compliance with all applicable Lawsoutstanding, and (zb) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section Sections 3.2(f) ), 4.1 and 4.12 hereof), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares Securities for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding in compliance with all applicable Lawsoutstanding, and (z) such hedging activities (if any) could would reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything Except as set forth in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section 3.2(fSections 3.2(e) and 4.12 hereof), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstanding in compliance with all applicable Lawsoutstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section 3.2(f) hereofhereof and except as otherwise set forth in the Amended Stockholder Agreement), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, none of the Purchasers Purchaser has not been asked by the Company to agree, nor has any the Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares Securities for any specified term; (ii) past or future open market or other transactions by any the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any the Purchaser, and counter-parties in “derivative” transactions to which any such the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) each the Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers the Purchaser may engage in hedging activities at various times during the period that the Shares Securities are outstanding in compliance with all applicable Laws, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section 3.2(f3.2(e) hereofof this Agreement which shall control), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, that none of the Purchasers has have been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares Securities for any specified term; (ii) that past or future open market or other transactions by any Purchaser, including Short Sales, and specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-publicly- traded securities; (iii) that any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) that each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (yA) one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding in compliance with all applicable Lawsoutstanding, and (zB) such hedging activities (if any) could reduce the value of the existing stockholders' shareholders’ equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section Sections 3.2(f) and 4.12 hereof), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common StockOrdinary Shares and/or ADSs, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the ADSs and Shares are outstanding in compliance with all applicable Lawsoutstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything Except for the representations and warranties set forth in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section 3.2(f) hereof)and the covenant set forth in Section 4.15, it is understood and acknowledged agreed by the Company that: (i) as of the date of this Agreement, that none of the Purchasers has have been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Shares Securities for any specified term; (ii) that past or future open market or other transactions by any Purchaser, including Short Sales, and specifically including, without limitation, Short Sales or “"derivative” " transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s 's publicly-traded securities; (iii) that any Purchaser, and counter-counter parties in “"derivative” " transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iv) that each Purchaser shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstanding in compliance with all applicable Laws, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section Sections 3.2(f) and 4.12 hereof), it is understood and acknowledged agreed by the Company that: (i) as of the date of this Agreement, that none of the Purchasers has have been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the CompanyCompany (including the ADSs), or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term; (ii) that past or future open market or other transactions by any Purchaser, including Short Sales, and specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securitiessecurities (including the ADSs); (iii) that any Purchaser, and counter-counter parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common StockADSs, and (iv) that each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (ya) one or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstanding in compliance with all applicable Laws, and (zb) such hedging activities (if any) could reduce the value of the existing stockholders' shareholders’ equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section Sections 3.2(f) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares Securities for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding in compliance with all applicable Laws, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conductedoutstanding. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section Sections 3.2(f) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities (subject to compliance with applicable laws) at various times during the period that the Shares are outstanding in compliance with all applicable Lawsoutstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything Without derogating from the Purchaser's representations in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section 3.2(f) 5 hereof), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, that none of the Purchasers has have been asked by the Company or its Subsidiaries to agree, nor has any Purchaser agreedagreed with the Company or its Subsidiaries, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company (other than in compliance with applicable laws) or to hold the Shares Securities for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) that any Purchaser, and counter-parties counterparties in “"derivative” " transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “"short” " position in the Common StockOrdinary Shares, and (iviii) that each Purchaser shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party counterparty in any “"derivative” " transaction. The Company further understands and acknowledges that (ya) one or more Purchasers may engage in hedging and/or trading activities at various times during the period that the Shares Securities are outstanding in compliance with all applicable Laws, and (zb) such hedging activities (and/or trading activities, if any) could , can reduce the value of the existing stockholders' equity interests interest in the Company both at and after the time that the hedging and/or trading activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the Transaction Documentsdocuments executed in connection herewith.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section 3.2(f) hereof), it It is understood and acknowledged by the Company that: , except as provided in Section 3.11 and subject to compliance by the Purchasers with applicable law, (i) as of the date of this Agreement, none of the Purchasers has have been asked by the Company or its Subsidiaries to agree, nor has any Purchaser agreedagreed with the Company or its Subsidiaries, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Shares for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties counterparties in “"derivative” " transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iviii) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party counterparty in any “"derivative” " transaction. The Company further understands and acknowledges that (y) that, subject to compliance by the Purchasers with applicable law, one or more Purchasers Purchaser may engage in hedging and/or trading activities at various times during the period that the Shares are outstanding in compliance with all applicable Laws, and (zb) such hedging activities (and/or trading activities, if any) could , can reduce the value of the existing stockholders' equity interests interest in the Company both at and after the time that the hedging and/or trading activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement, or any of the Transaction Documentsdocuments executed in connection herewith.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section 3.2(f) hereof)notwithstanding, but subject to compliance by the Purchasers with applicable law, it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, that none of the Purchasers has have been asked by the Company or its Subsidiaries to agree, nor has any Purchaser agreedagreed with the Company or its Subsidiaries, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares Securities for any specified term; (ii) that past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales short sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) that any Purchaser, and counter-parties counterparties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) each that no Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party counterparty in any “derivative” transaction. The Company further understands and acknowledges that that, subject to compliance by the Purchasers with applicable law, (ya) one or more Purchasers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Shares deliverable with respect to Securities are outstanding in compliance with all applicable Laws, being determined and (zb) such hedging and/or trading activities (if any) could reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging and/or trading activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything Except as set forth in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section 3.2(fSections 3.2(e) and 4.12 hereof), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares Securities for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding in compliance with all applicable Lawsoutstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section 3.2(f) 4.14 hereof), it is understood and acknowledged agreed by the Company that: (i) as of the date of this Agreement, that none of the Purchasers has have been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” derivative securities based on securities issued by the Company or to hold the Shares Securities for any specified term; (ii) that past or future open market or other transactions by any Purchaser, including Short Sales, and specifically including, without limitation, Short Sales or “derivative” derivative transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) that any Purchaser, and counter-counter parties in “derivative” derivative transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” short position in the Common Stock, and (iv) that each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” derivative transaction. The Company further understands and acknowledges that (ya) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are outstanding in compliance with all applicable Laws, being determined and (zb) such hedging activities (if any) could reduce the value of the existing stockholders' ’ equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein The Company acknowledges that certain of the Purchasers are full service financial institutions and that, except as trading may be limited pursuant to the contrary notwithstanding (except for Section 3.2(f) hereof)4.5 below, it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, that none of the Purchasers has have been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) that any Purchaser, and counter-counter parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stockequity securities of the Company, and (iviii) that each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Except as trading may be limited pursuant to Section 4.5 below, the Company further understands and acknowledges that (ya) one or more Purchasers may engage in hedging and/or trading activities at various times during the period that the Shares are outstanding in compliance with all applicable Lawsoutstanding, and (zb) such hedging activities (and/or trading activities, if any) could , can reduce the value of the existing stockholders' ’ equity interests in the Company both at and after the time that the hedging and/or trading activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section Sections 3.2(f) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares Securities for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (except as set forth in Sections 3.2(f) and 4.14 hereof) (y) one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding in compliance with all applicable Lawsoutstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that that, subject to compliance with Sections 3.2(f) and 4.14 hereof, such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section 3.2(f) 4.14 hereof), it is understood and acknowledged agreed by the Company that: (i) as of the date of this Agreement, that none of the Purchasers has have been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” derivative securities based on securities issued by the Company or to hold the Shares Securities for any specified term; (ii) that past or future open market or other transactions by any Purchaser, including Short Sales, and specifically including, without limitation, Short Sales or “derivative” derivative transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) that any Purchaser, and counter-counter parties in “derivative” derivative transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” short position in the Common Stock, and (iv) that each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” derivative transaction. The Company further understands and acknowledges that (ya) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are outstanding in compliance with all applicable Laws, being determined and (zb) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section Sections 3.2(f) and 4.16 hereof), it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, that none of the Purchasers has have been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “"derivative” " securities based on securities issued by the Company or to hold the Shares Securities for any specified term; (ii) that past or future open market or other transactions by any Purchaser, including Short Sales, and specifically including, without limitation, Short Sales or “"derivative” " transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s 's publicly-traded securities; (iii) that any Purchaser, and counter-parties in “"derivative” " transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “"short” " position in the Common Stock, and (iv) that each Purchaser shall not be deemed to have any affiliation with or control over any arm’s 's length counter-party in any “"derivative” " transaction. The Company further understands and acknowledges that (ya) one or more Purchasers may engage in hedging activities at various times during the period that the Shares Securities are outstanding in compliance with all applicable Laws, and (zb) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities as conducted in compliance with all applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.