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 Ordinary Shares or directly or indirectly convertible into or exchangeable or exercisable for Ordinary Shares at a price which varies or may vary with the market price of the Ordinary 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 Ordinary Shares into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the 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 Ordinary Shares in excess of that number of 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. Notwithstanding the foregoing, until the Shareholder Approval is obtained the Company shall not, in any manner, enter into or affect any Dilutive Issuance.

Additional Notes; Variable Securities; Dilutive Issuances. (i) So long as any Buyer beneficially owns any Securities, the Company will not not, without the prior written consent of Buyers holding a majority of the Notes, 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. Notes or the Warrants. (ii) For so long as any (x) at least $5,000,000 in aggregate principal amount of the Notes are outstanding or (y) at least 25% of the Series A Warrants remain are outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Ordinary Shares Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Ordinary Shares Common Stock at a conversion, exchange or exercise price which varies or may vary after issuance with the market price of the Ordinary SharesCommon Stock, 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 Ordinary Shares Common Stock into which any Note is Notes are convertible or the then applicable Exercise Exer cise Price (as defined in the Warrants) with respect to the Ordinary Shares Common Stock into which any Warrant is exercisable. . (iii) 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) dilutive issuance if the effect of such Dilutive Issuance dilutive issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any Ordinary Shares shares of Common Stock in excess of that number of Ordinary Shares shares of Common 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. Notwithstanding the foregoing, until the Shareholder Approval is obtained the Company shall not, in any manner, enter into or affect any Dilutive Issuance.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer Investor beneficially owns any Securities, the Company will not issue any Notes (other than to the Buyers Investors 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 At any time after an Effective Registration and for long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, : (i) issue or sell any Common Stock Equivalents (which, for purposes of this Section 7.3, shall also include any rights, warrants or options to subscribe for or purchase Ordinary Class B Shares and any other stock or directly or indirectly securities convertible into or exercisable or exchangeable for Class B Shares (collectively, the “Class B Equivalents”)) that allows the holder of any such Common Stock Equivalent to convert, exchange or exercisable exercise any such Common Stock Equivalent for Ordinary Shares a number of shares of Common Stock at a price conversion, exchange or exercise price, as the case may be, which varies or may vary with the market price of the Ordinary SharesCommon Stock (including such convertible instruments commonly known as “death spirals” or “toxic converts”), 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 Market Price (as defined in the Notes); provided that the foregoing shall not limit (A) the Company from issuing a security convertible into shares of Common Stock that provides for a “net share settlement” of such security with respect to any amount owing on such security above par upon conversion of such security after a “provisional call” of such security by the Ordinary Shares into which Company or (B) any Note is convertible holder of any warrant or the then applicable Exercise Price (as defined in the Warrants) with respect Option issued pursuant to the Ordinary Shares into which any Warrant is exercisable. For so long as any Notes or Warrants remain outstanding, Company’s stock option plan to purchase shares of Common Stock issued by the Company shall not, in from exercising any manner, such warrant or Option issued pursuant to the Company’s stock option plan on a “cashless” basis and (ii) 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 any shares of any Warrant any Ordinary Shares Common Stock in excess of that number of Ordinary Shares shares of Common 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 Marketprincipal exchange or market in which the Common Stock is listed. Notwithstanding The Company agrees that it will not lower the foregoingprice at which any Common Stock Equivalents or Class B Equivalents outstanding on the Closing Date, until after giving effect to (1) the Shareholder Approval is obtained transactions contemplated by the Company shall notRestructuring Documents, in any manner(2) the WIN Merger and (3) the Merger, enter are exercisable or exchangeable for or convertible into Common Stock or affect any Dilutive IssuanceClass B Shares.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any SecuritiesNotes are outstanding, 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 Ordinary Shares Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Ordinary Shares Common Stock at a price which varies or may vary with the market price of the Ordinary SharesCommon Stock, 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 Ordinary Shares Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Ordinary Shares Common Stock into which any Warrant is exercisable. Notwithstanding the foregoing, nothing in this Section 3(k) shall prohibit the Company from issuing any securities with a fixed conversion or exercise price with full ratchet or weighted average anti-dilution protection. 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 Ordinary Shares shares of Common Stock in excess of that number of Ordinary Shares shares of Common 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. Notwithstanding Market or any applicable Eligible Market (as defined in the foregoing, until the Shareholder Approval is obtained the Company shall not, in any manner, enter into or affect any Dilutive IssuanceRegistration Rights Agreement).

Additional Notes; Variable Securities; Dilutive Issuances. So For so long as any Buyer beneficially owns has the right to purchase any SecuritiesAdditional Notes, the Company will not issue any Notes (or Guarantees other than to the Buyers (including any Subsequent Purchasers) as contemplated hereby) hereby and in the Indenture, and the Company shall not issue any other securities that would cause a breach or default under the NotesNotes or the Guarantees. For so long as any Notes or Warrants remain outstandingoutstanding or any Buyer has the right to purchase any Additional Warrants, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Ordinary Shares Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Ordinary Shares Class A Common Stock at a price which varies or that may vary with the market price of the Ordinary SharesClass A Common Stock, including by way of one or more reset(s) to any fixed price unless (i) 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 Ordinary Shares into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Ordinary Shares Class A Common Stock into which any Warrant is exercisableexercisable or (ii) the anti-dilution provisions of the Warrants operate to adjust the Exercise Price of the Warrants as if such security was issued at such price as of the date such price is reset or adjusted. For so long as any Notes or Warrants remain outstandingoutstanding or any Buyer has the right to purchase any Additional Warrants, 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 Ordinary Shares shares of Class A Common Stock in excess of that number of Ordinary Shares shares of Class A Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants Warrants, including the Additional Warrants, without breaching the Company’s 's obligations under the rules or regulations of the Principal Market. Notwithstanding principal market on which the foregoingshares of Class A Common Stock are listed for trading, until the Shareholder Approval is obtained the Company shall not, in any manner, enter into or affect any Dilutive Issuanceif any.

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 Ordinary Shares Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Ordinary Shares Common Stock at a price which varies or may vary after issuance with the market price of the Ordinary SharesCommon Stock, 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 Ordinary Shares Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Ordinary Shares Common 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 effect 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 Notes or exercise of any Warrant any Ordinary Shares shares of Common Stock in excess of that number of Ordinary Shares shares of Common 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. Notwithstanding ” on which the foregoing, until the Shareholder Approval Company’s Common Stock is obtained then traded or on which the Company shall nothas applied for listing. "Eligible Market" means any of the of The New York Stock Exchange, in any mannerthe American Stock Exchange, enter into The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market or affect any Dilutive IssuanceOTC Bulletin Board or the Pink Sheets.

Additional Notes; Variable Securities; Dilutive Issuances. So Except ---------------------------------------------------------- as may be permitted with respect to the purchase of any of its Subsidiaries as disclosed on Schedule 4(k) attached hereto, 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 Ordinary Shares Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Ordinary Shares Common Stock at a price which varies or may vary with the market price of the Ordinary SharesCommon Stock, 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 Ordinary Shares Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Ordinary Shares Common Stock into which any Warrant is exercisable. For Except as may be permitted with respect to the purchase of any of its Subsidiaries and as disclosed in the SEC Documents, or 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 Ordinary Shares shares of Common Stock in excess of that number of Ordinary Shares shares of Common 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 's obligations under the rules or regulations of the Principal Market. Notwithstanding the foregoing, until the Shareholder Approval is obtained the Company shall not, in any manner, enter into or affect any Dilutive Issuance.

Additional Notes; Variable Securities; Dilutive Issuances. (i) So long as any Buyer beneficially owns any Securities, the Company will not not, (a) without the prior written consent of the holders of a majority in principal amount of the Aggregate Notes, issue any Notes (other than to the Buyers as contemplated herebyhereby or pursuant to the Other Securities Purchase Agreement) and the Company shall not or (b) issue any other securities that would cause a breach or default under the Aggregate Notes. . (ii) For so long as any (x) at least $5,000,000 in aggregate principal amount of the Aggregate Notes are outstanding or (y) at least 25% of the Series A Warrants remain are outstanding, the Company shall not, without the prior written consent of the holders of a majority in principal amount of the Aggregate Notes, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Ordinary Shares Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Ordinary Shares Common Stock at a conversion, exchange or exercise price which varies or may vary after issuance with the market price of the Ordinary SharesCommon Stock, 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 Ordinary Shares Common Stock into which any Note is Notes are convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Ordinary Shares Common Stock into which any Warrant is exercisable. . (iii) 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) dilutive issuance if the effect of such Dilutive Issuance dilutive issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any Ordinary Shares shares of Common Stock in excess of that number of Ordinary Shares shares of Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching Warrants, other than the Company’s obligations under the rules or regulations issuance and exercise of the Principal Market. Notwithstanding Existing Stockholder Warrants. (iv) For so long as any Notes remain outstanding, without the foregoingprior written consent of the holders of a majority in principal amount of the Aggregate Notes, until the Shareholder Approval is obtained the Company shall not, in any manner, enter into or affect any Dilutive Issuanceissuance (including without limitation the issuance of options, stock, equity, warrants, and convertible securities) if the effect of such issuance is to cause the Company to be required to issue upon conversion or exercise of any option, warrant, convertible security or other instrument any shares of Common Stock or other Company equity in excess of (x) that number of shares of Common Stock or Company equity that the Company may issue upon conversion and/or exercise thereof without breaching the Company's obligations under the rules or regulations of the Principal Market, unless the conversion and/or exercise of any portion of such option, warrant or convertible security is conditioned upon receipt of the necessary approvals under the rules and regulations of the Principal Market or (y) the authorized but unissued shares of Common Stock and/or other applicable equity of the Company (after considering all other outstanding instruments that may be converted into or exercised for such Common Stock or equity), unless the conversion or exercise of any portion of such option, warrant or convertible security in excess of the authorized but unissued shares of common stock is conditioned upon the approval and filing of an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares to permit such conversion or exercise; provided that the Company shall issue shares of Common Stock in connection with any such issuance only to the extent that Company has reserved all of the shares required to be reserved pursuant to Section 4(m) below.

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 Ordinary Shares Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Ordinary Shares Common Stock at a price which varies or may vary vary, from time to time, with the market price of the Ordinary SharesCommon Stock, 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 Ordinary Shares Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Ordinary Shares Common Stock into which any Warrant is exercisable. For so Until the Stockholder Approval has been obtained, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) and, thereafter, for 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 any shares of Common Stock or exercise of any Warrant any Ordinary Shares shares of Common Stock in excess of that number of Ordinary Shares shares of Common Stock which the Company may issue upon conversion of the Notes and or exercise of the Warrants without breaching the Company’s 's obligations under the rules or regulations of the Principal Market. Notwithstanding Eligible Market (as defined in the foregoing, until the Shareholder Approval is obtained the Company shall not, in any manner, enter into or affect any Dilutive IssuanceNotes).

Additional Notes; Variable Securities; Dilutive Issuances. So For 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) 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 Ordinary Shares Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Ordinary Shares Common Stock at a price which varies or may vary with the market price of the Ordinary SharesCommon Stock, 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 Floor Price (as defined in the Notes) with respect to and the Ordinary Shares into which any Note is convertible or the then applicable Exercise Floor Price (as defined in the Warrants), as applicable, unless the Company has previously obtained the Required Stockholder Approval (as defined in the Note) with respect to and the Ordinary Shares into which any Warrant is exercisableRequired Stockholder Approval (as defined in the Warrants), as applicable. 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 cause, or but for the Securities Limitations would cause, the Company to be required to issue upon conversion of any Note or exercise of any Warrant any Ordinary Shares shares of Common Stock in excess of that number of Ordinary Shares shares of Common 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. Notwithstanding the foregoing, until the Shareholder Approval is obtained the Company shall not, in each case without giving effect to (w) the limitations on conversion contained in the Notes, (x) the application of any mannerConversion Floor Price, enter into or affect (y) the limitations on exercise contained in the Warrants, and (z) the application of any Dilutive IssuanceExercise Floor Price (the “Securities Limitations”).

Additional Notes; Variable Securities; Dilutive Issuances. (i) So long as any Buyer beneficially owns any Securities, the Company will not not, (a) without the prior written consent of the holders of a majority in principal amount of the Aggregate Notes, issue any Notes (other than to the Buyers as contemplated herebyhereby or pursuant to the Other Securities Purchase Agreement) and the Company shall not or (b) issue any other securities that would cause a breach or default under the Aggregate Notes. . (ii) For so long as any (x) at least $5,000,000 in aggregate principal amount of the Aggregate Notes are outstanding or (y) at least 25% of the Series A Warrants remain are outstanding, the Company shall not, without the prior written consent of the holders of a majority in principal amount of the Aggregate Notes, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Ordinary Shares Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Ordinary Shares Common Stock at a conversion, exchange or exercise price which varies or may vary after issuance with the market price of the Ordinary SharesCommon Stock, 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 Ordinary Shares Common Stock into which any Note is Notes are convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Ordinary Shares Common Stock into which any Warrant is exercisable. . (iii) 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) dilutive issuance if the effect of such Dilutive Issuance dilutive issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any Ordinary Shares shares of Common Stock in excess of that number of Ordinary Shares shares of Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants Warrants, other than the issuance and exercise of the Existing Stockholder Warrants. (iv) For so long as any Notes remain outstanding, without the prior written consent of the holders of a majority in principal amount of the Aggregate Notes, the Company shall not, in any manner, enter into or affect any issuance (including without limitation the issuance of options, stock, equity, warrants, and convertible securities) if the effect of such issuance is to cause the Company to be required to issue upon conversion or exercise of any option, warrant, convertible security or other instrument any shares of Common Stock or other Company equity in excess of (x) that number of shares of Common Stock or Company equity that the Company may issue upon conversion and/or exercise thereof without breaching the Company’s obligations under the rules or regulations of the Principal Market. Notwithstanding , unless the foregoingconversion and/or exercise of any portion of such option, until warrant or convertible security is conditioned upon receipt of the Shareholder Approval necessary approvals under the rules and regulations of the Principal Market or (y) the authorized but unissued shares of Common Stock and/or other applicable equity of the Company (after considering all other outstanding instruments that may be converted into or exercised for such Common Stock or equity), unless the conversion or exercise of any portion of such option, warrant or convertible security in excess of the authorized but unissued shares of common stock is obtained conditioned upon the approval and filing of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares to permit such conversion or exercise; provided that the Company shall not, issue shares of Common Stock in connection with any manner, enter into or affect any Dilutive Issuancesuch issuance only to the extent that Company has reserved all of the shares required to be reserved pursuant to Section 4(m) below.

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 Notes, Additional Investment Rights or Warrants remain outstanding, the Company shall not, without the written consent of the Required Holders, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Ordinary Shares Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Ordinary Shares Common Stock at a price which varies or may vary with the market price of the Ordinary SharesCommon Stock, 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 Ordinary Shares Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Ordinary Shares Common 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, without the written consent of the Required Holders, 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 Ordinary Shares shares of Common Stock in excess of that number of Ordinary Shares shares of Common 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. Notwithstanding the foregoing, until the Shareholder Approval is obtained the Company shall not, in any manner, enter into or affect any Dilutive Issuance.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any Securities, the Company will not not, without the prior written consent of Buyers holding a majority of the principal amount of the Notes, 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 Ordinary Shares Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Ordinary Shares Common Stock at a conversion, exchange or exercise price which varies or may vary after issuance with the market price of the Ordinary SharesCommon Stock, 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 Ordinary Shares Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Ordinary Shares Common 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 Ordinary Shares shares of Common Stock in excess of that number of Ordinary Shares shares of Common 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. Notwithstanding the foregoing, until the Shareholder Approval is obtained the Company shall not, in any manner, enter into or affect any Dilutive Issuance.

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 Ordinary Shares Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Ordinary Shares Common Stock at a price which varies or may vary with the market price of the Ordinary SharesCommon Stock, 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 Ordinary Shares Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Ordinary Shares Common Stock into which any Warrant is exercisable; provided that anti-dilution provisions similar to those contained in the Notes or Warrants shall not be deemed for the purposes of this provision to be securities convertible or exercisable at prices that vary with the market price of the Common Stock. The Company shall not enter into or affect any Dilutive Issuances (as defined in the Notes) unless or until Stockholder Approval is obtained. 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 Ordinary Shares shares of Common Stock in excess of that number of Ordinary Shares shares of Common 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. Notwithstanding the foregoing, until the Shareholder Approval is obtained the Company shall not, in any manner, enter into or affect any Dilutive Issuance.

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 Notes, the Additional Investment Right Warrants or Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Ordinary Shares Class A Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Ordinary Shares Class A Common Stock at a price which varies or may vary with the market price of the Ordinary SharesClass A Common Stock, 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 Ordinary Shares Class A Common Stock into which any Note is convertible or and the then applicable Exercise Price (as defined in the Warrants) with respect to the Ordinary Shares Class A Common Stock into which any Warrant is exercisable. For so long as any Notes Notes, the Additional Investment Right Warrants 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 Ordinary Shares shares of Class A Common Stock in excess of that number of Ordinary Shares shares of Class A Common 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. Notwithstanding the foregoing, until the Shareholder Approval is obtained the Company shall not, in any manner, enter into or affect any Dilutive Issuance.

Additional Notes; Variable Securities; Dilutive Issuances. (i) So long as any Buyer beneficially owns any Securities, the Company will not not, (a) without the prior written consent of the holders of a majority in principal amount of the Aggregate Notes, issue any Notes (other than to the Buyers as contemplated herebyhereby or pursuant to the Other Securities Purchase Agreement) and the Company shall not or (b) issue any other securities that would cause a breach or default under the Aggregate Notes. . (ii) For so long as any (x) at least $5,000,000 in aggregate principal amount of the Aggregate Notes are outstanding or (y) at least 25% of the Series A Warrants remain are outstanding, the Company shall not, without the prior written consent of the holders of a majority in principal amount of the Aggregate Notes, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Ordinary Shares Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Ordinary Shares Common Stock at a conversion, exchange or exercise price which varies or may vary after issuance with the market price of the Ordinary SharesCommon Stock, 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 Ordinary Shares Common Stock into which any Note is Notes are convertible or the then applicable Exercise Price (as defined in the WarrantsWarrants (as defined in the Other Securities Purchase Agreement) with respect to the Ordinary Shares Common Stock into which any such Warrant is exercisable. . (iii) 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) dilutive issuance if the effect of such Dilutive Issuance dilutive issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any Ordinary Shares shares of Common Stock in excess of that number of Ordinary Shares shares of Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants Warrants, other than the issuance and exercise of the Existing Stockholder Warrants. (iv) For so long as any Notes remain outstanding, without the prior written consent of the holders of a majority in principal amount of the Aggregate Notes, the Company shall not, in any manner, enter into or affect any issuance (including without limitation the issuance of options, stock, equity, warrants, and convertible securities) if the effect of such issuance is to cause the Company to be required to issue upon conversion or exercise of any option, warrant, convertible security or other instrument any shares of Common Stock or other Company equity in excess of (x) that number of shares of Common Stock or Company equity that the Company may issue upon conversion and/or exercise thereof without breaching the Company’s obligations under the rules or regulations of the Principal Market. Notwithstanding , unless the foregoingconversion and/or exercise of any portion of such option, until warrant or convertible security is conditioned upon receipt of the Shareholder Approval necessary approvals under the rules and regulations of the Principal Market or (y) the authorized but unissued shares of Common Stock and/or other applicable equity of the Company (after considering all other outstanding instruments that may be converted into or exercised for such Common Stock or equity), unless the conversion or exercise of any portion of such option, warrant or convertible security in excess of the authorized but unissued shares of common stock is obtained conditioned upon the approval and filing of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares to permit such conversion or exercise; provided that the Company shall not, issue shares of Common Stock in connection with any manner, enter into or affect any Dilutive Issuancesuch issuance only to the extent that Company has reserved all of the shares required to be reserved pursuant to Section 4(m) below.

Additional Notes; Variable Securities; Dilutive Issuances. So long as any Buyer beneficially owns any SecuritiesPreferred Shares, other than pursuant to the Stock Purchase Agreement between the Company and Dow, dated as of February, 27, 2005, as amended prior to the Closing (the "Dow Purchase Agreement"), the Company will not issue any Notes (Preferred Shares 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 NotesCertificate of Designations. For so long as any Notes 25% or more of the Preferred Shares or Warrants remain outstanding, other than pursuant to the Dow Purchase Agreement, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Ordinary Shares Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Ordinary Shares Common Stock at a price which varies or may vary with the market price of the Ordinary SharesCommon Stock, 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 NotesCertificate of Designations) with respect to the Ordinary Shares Common Stock into which any Note Preferred Share is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Ordinary Shares Common Stock into which any Warrant is exercisable. For so long as any Notes Preferred Shares or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the NotesCertificate of Designations) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note Preferred Share or exercise of any Warrant any Ordinary Shares shares of Common Stock in excess of that number of Ordinary Shares shares of Common Stock which the Company may issue upon conversion of the Notes Preferred Shares, and exercise of the Warrants without breaching the Company’s 's obligations under the rules or regulations of the Principal Market. Notwithstanding the foregoing, until the Shareholder Approval is obtained the Company shall not, in any manner, enter into or affect any Dilutive Issuance.

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 Ordinary Shares or directly or indirectly convertible into or exchangeable or exercisable for Ordinary Shares at a price which varies or may vary with the market price of the Ordinary 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 Ordinary Shares into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the 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 Ordinary Shares in excess of that number of Ordinary 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. Notwithstanding the foregoing, until the Shareholder Approval is obtained the Company shall not, in any manner, enter into or affect any Dilutive Issuance.

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 Ordinary Shares Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Ordinary Shares Common Stock at a price which varies or may vary with the market price of the Ordinary SharesCommon Stock, 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 Ordinary Shares Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Ordinary Shares Common Stock into which any Warrant is exercisable. For so long as any Notes or Warrants remain are outstanding, unless or until each of the Principal Market Stockholder Approval (as defined below) and the Authorized Share Stockholder Approval (as defined below) has been obtained, the Company shall notnot take any action if the effect of such action would be to cause the Exercise Price or Conversion Price to be reduced or to cause the number of Conversion Shares or Warrant Shares to be increased, in each case without giving effect to any manner(w) limitations on exercise contained in the Warrants, enter into or affect any Dilutive Issuance (y) limitations upon conversion contained in the Notes, (y) floor on the Exercise Price contained in the Warrants and (z) Market Price Floor (as defined in the Notes) if the effect of such Dilutive Issuance is to cause ). For so long as any Notes are outstanding, neither the Company to be required to issue upon conversion nor any of it Subsidiaries shall incur any Note Indebtedness, other than trade payables incurred in the ordinary course of business consistent with past practice, the Jade Indebtedness or exercise of any Warrant any Ordinary Shares the NuVax Indebtedness (each as defined in excess of that number of 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. Notwithstanding the foregoing, until the Shareholder Approval is obtained the Company shall notNotes), in any manner, enter into or affect any Dilutive Issuanceeach case only as permitted pursuant to the Notes.