Common use of Additional Notes; Variable Securities; Dilutive Issuances Clause in Contracts

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares or directly or indirectly convertible into or exchangeable or exercisable for Common Shares at a price which varies or may vary with the market price of the Common Shares, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any Common Shares in excess of that number of Common Shares which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement).

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes (other than to the Buyers as contemplated hereby hereby) and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares or directly or indirectly convertible into or exchangeable or exercisable for Common Shares at a price which varies or may vary with the market price of the Common Shares, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Shares in excess of that number of shares of Common Shares which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's ’s obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights AgreementNotes).

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any SecuritiesNotes remain outstanding, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price (other than pursuant to antidilution provisions) unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's ’s obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement).

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, neither the Company shall notnor QX shall, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Company Common Shares Stock or QX Shares, as applicable, or directly or indirectly convertible into or exchangeable or exercisable for Company Common Shares Stock or QX Shares, as applicable, at a price which varies or may vary with the market price of the Company Common Stock or QX Shares, as applicable, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Company Common Shares Stock or QX Shares, as applicable, into which any Note is convertible or exchangeable or the then applicable Exercise Price (as defined in the Warrants) with respect to the Company Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion or exchange of any Note or exercise of any Warrant any shares of Company Common Shares Stock or QX Shares, as applicable, in excess of that number of shares of Company Common Shares Stock or QX Shares, as applicable, which the Company or QX, as applicable, may issue upon conversion or exercise of the Notes and exercise of the Warrants without breaching the Company's or QX's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, neither the Company shall notnor QX shall, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Company Common Shares Stock or QX Shares, as applicable, or directly or indirectly convertible into or exchangeable or exercisable for Company Common Shares Stock or QX Shares, as applicable, at a price which varies or may vary with the market price of the Company Common Stock or QX Shares, as applicable, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Company Common Shares Stock or QX Shares, as applicable, into which any Note is convertible or exchangeable or the then applicable Exercise Price (as defined in the Warrants) with respect to the Company Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion or exchange of any Note or exercise of any Warrant any shares of Company Common Shares Stock or QX Shares, as applicable, in excess of that number of shares of Company Common Shares Stock or QX Shares, as applicable, which the Company or QX, as applicable, may issue upon conversion or exercise of the Notes and exercise of the Warrants without breaching the Company's ’s or QX’s obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market.

Additional Notes; Variable Securities; Dilutive Issuances. (i) So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement).

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any SecuritiesNotes or Warrants, the Company will not issue any Notes (other than to the Buyers as contemplated hereby hereby) and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's ’s obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any SecuritiesNotes, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance Issuances (as defined in the NotesWarrants) if the effect of such Dilutive Issuance is to cause cause, or but for the Securities Limitations (as defined below) would cause, the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market Market, in each case without giving effect to (as defined x) the limitations on conversion contained in the Registration Rights AgreementNotes and (y) the limitations on exercise contained in the Warrants (such limitations collectively, the "Securities Limitations").

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby hereby, and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement).

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's ’s obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights AgreementNotes)., in each case without giving effect to (w) limitations on exercise contained in the Warrants, (x) limitations on issuances of Common Stock contained in the Notes, and (y) the application of any Exercise Floor Price (as defined in the Warrants)

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance Issuances (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's ’s obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with Notes)with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes (other than to the Buyers as contemplated hereby hereby) and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or other securities directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Exchange Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable exchangeable and Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant Warrants is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the NotesNotes and Warrants) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion exchange of any Note or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company has authorized and reserved for purposes of such exchanges or exercises or which the Company may issue upon conversion exchange of the Notes and or exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Warrants.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so long as any Notes Notes, Warrants or Warrants Additional Investment Rights remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company may issue upon conversion of the Notes Notes, including the Additional Notes, and exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's ’s obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights AgreementNotes)., in each case without giving effect to (w) limitations on exercise contained in the Warrants, (x) limitations on issuances of Common Stock contained in the Notes and (y) the application of any Exercise Floor Price (as defined in the Warrants) (the

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Ordinary Shares or directly or indirectly convertible into or exchangeable or exercisable for Common Ordinary Shares at a price which varies or may vary with the market price of the Common SharesADRs, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Ordinary Shares into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Ordinary Shares into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any Common Ordinary Shares in excess of that number of Common Ordinary Shares which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common Shares, Stock (including by way of one or more reset(s) to any fixed price price, but not including through operation of customary anti-dilution provisions; provided that such anti-dilution provisions are no more favorable to the beneficiary thereof than those of the Buyers as set forth in the Notes) unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares into which any Warrant is exercisableconvertible. For so long as any Notes or Warrants remain outstanding, outstanding the Company shall not, in any manner, enter into or affect any Dilutive Issuance Issuances (as defined in the Notes) if the effect as a result of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any Common Shares in excess of that number of Common Conversion Shares which the Company may issue issuable upon conversion of the Notes and exercise of Notes, but for the Warrants without breaching Exchange Cap or the Company's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market Floor Price (each as defined in the Registration Rights AgreementNotes), would exceed the Exchange Cap.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes Notes, Additional Investment Rights or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so long as any Notes Notes, Warrants or Warrants Additional Investment Rights remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company may issue upon conversion of the Notes Notes, including the Additional Notes, and exercise of the Warrants without breaching the Company's ’s obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Class A Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Class A Common Shares Stock at a price which varies or may vary with the market price of the Class A Common SharesStock, including by way of one or more reset(s) to any fixed price price, unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Class A Common Shares Stock into which any Note is convertible or and the then applicable Exercise Price (as defined in the Warrants) with respect to the Class A Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Class A Common Shares Stock in excess of that number of shares of Class A Common Shares Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's ’s obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a conversion, exchange or exercise price which varies or may vary after issuance with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For purposes of clarification, this does not prohibit the issuance of securities with customary “weighted average” or “full ratchet” anti-dilution adjustments which adjust a fixed conversion or exercise price of securities sold by the Company in the future. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's ’s obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain are outstanding, unless or until the Stockholder Approval has been obtained, the Company shall not, in not take any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) action if the effect of such Dilutive Issuance is action would be to cause the Company Exercise Price or Conversion Price to be required reduced, in each case without giving effect to issue upon conversion of any Note or (x) limitations on exercise of any Warrant any Common Shares contained in excess of that number of Common Shares which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market and (as defined y) limitations on conversion contained in the Registration Rights Agreement)Notes.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Company Common Shares Stock, or directly or indirectly convertible into or exchangeable or exercisable for Company Common Shares Stock, at a price which varies or may vary with the market price of the Company Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange conversion or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Company Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Company Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Company Common Shares Stock, in excess of that number of shares of Company Common Shares Stock, which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's ’s obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes (other than to the Buyers as contemplated hereby hereby) and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or other securities directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company has, following the Share Increase Authorization, authorized and reserved for purposes of such conversions or exercises or which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes (other than to the Buyers as contemplated hereby hereby) and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance Issuances (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights AgreementWarrants).

Additional Notes; Variable Securities; Dilutive Issuances. So long as any the Buyer beneficially owns any Securitiesof the Notes or any of the Notes are otherwise outstanding, the Company will not issue any Notes or any other Indebtedness other than to the Buyers Buyer as contemplated hereby or other Permitted Indebtedness (as defined in the Notes) and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's ’s obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market.

Additional Notes; Variable Securities; Dilutive Issuances. So Except for the contemplated issuances listed on Schedule 4(k), so long as any Buyer beneficially owns any SecuritiesNotes, the Company will not issue any Notes (other than to the Buyers as contemplated hereby hereby) and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so as long as any Notes or Warrants remain Note remains outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or other securities directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares into which any Warrant is exercisableconvertible. For so as long as any Notes or Warrants remain Note remains outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company has authorized and reserved for purposes of such conversions or exercises or which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance Issuances (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's ’s obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined Market, in each case without giving effect to the Registration Rights Agreement)limitations contained in Section 3(d)(ii) of the Notes and Section 1(f)(ii) of the Warrants.

Additional Notes; Variable Securities; Dilutive Issuances. (i) So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement).

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any SecuritiesNotes, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any SecuritiesNotes or Warrants, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Company Common Shares Stock, or directly or indirectly convertible into or exchangeable or exercisable for Company Common Shares Stock, at a price which varies or may vary with the market price of the Company Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange conversion or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Company Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Company Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Company Common Shares Stock, in excess of that number of shares of Company Common Shares Stock, which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's ’s obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer Holder beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers Holders of the Securities as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so as long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so as long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the NotesWarrants) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any SecuritiesNotes or Warrants, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Company Common Shares Stock, or directly or indirectly convertible into or exchangeable or exercisable for Company Common Shares Stock, at a price which varies or may vary with the market price of the Company Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange conversion or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Company Common Shares Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Company Common Shares Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect effect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause cause, the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Company Common Shares Stock in excess of that number of shares of Company Common Shares Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company's ’s obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes or Preferred Stock (other than to the Buyers as contemplated hereby hereby) and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes Notes, Preferred Stock or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Common Shares Stock into which any Note is convertible, the then applicable Conversion Price (as defined in the Certificate of Designations) with respect with the Common Stock into which the Preferred Stock is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Shares Stock into which any Warrant is exercisable. For so long as any Notes Notes, Preferred Stock or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the NotesNotes and in the Certificate of Designations) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or Preferred Stock or exercise of any Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company has authorized and reserved for purposes of such conversions or exercises or which the Company may issue upon conversion of the Notes and the Preferred Stock and exercise of the Warrants without breaching the Company's obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement)Market.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securitiesthe Note remains outstanding, the Company will not issue any Notes Note other than to the Buyers Buyer as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the NotesNote. For so long as any Notes the Note or Warrants Warrant remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Shares Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Shares Stock at a price which varies or may vary with the market price of the Common SharesStock, including by way of one or more reset(s) to any fixed price (other than pursuant to antidilution provisions) unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the NotesNote) with respect to the Common Shares Stock into which any the Note is convertible or the then applicable Exercise Price (as defined in the WarrantsWarrant) with respect to the Common Shares Stock into which any the Warrant is exercisable. For so long as any Notes the Note or Warrants Warrant remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the NotesNote) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any the Note or exercise of any the Warrant any shares of Common Shares Stock in excess of that number of shares of Common Shares Stock which the Company may issue upon conversion of the Notes Note and exercise of the Warrants Warrant without breaching the Company's ’s obligations under the rules or regulations of the Principal Market or any applicable Eligible Market (as defined in the Registration Rights Agreement).