Common use of Commitment Fee; Warrant Clause in Contracts

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee shall have been paid on or before the first anniversary of the Public Listing Date. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the Public Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal 3.0% of the total equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion of the Public Listing (including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basis, at an exercise price per Share equal to the lesser of (i) the public offering price (in the case of an initial public offering) or the closing bid price of the Common Shares on the Public Listing Date (in the case of a Public Listing other than an initial public offering), or (ii) the quotient obtained by dividing $650 million by the total number of equity interests (equal to the number of Common Shares, assuming the conversion or exchange of all other equity interests for Common

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of such the Draw Down Downs or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Downpayment, at the option of the Company. The amount Commitment Fee shall be due and payable in the following amounts: (i) the Company shall pay one percent (1%) of the Commitment Fee due in each such installment shall be on or before the product obtained by multiplying twelve (i12) the total amount month anniversary of the Commitment Fee by Public Listing Date, and (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding the foregoing, the Company, at its option, may Company shall pay the remaining amount of such Commitment Fee in cash or in Common Shares (provided that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee shall have been paid on or before the first twenty (20) month anniversary of the Public Listing Date. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Public Listing Effective Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the Public Listing DateFirst Trading Day, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal 3.0to 4% of the total equity interests (including number of Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion as of the Public Listing (including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basisDate, at an exercise a strike price per Share equal to the lesser of (i) the public offering closing bid price for such Common Shares on the Public Listing Date and (in ii) the case quotient resulting from (a) $86,000,000 divided by (b) total number of an initial public offering) Common Shares outstanding as of the Public Listing Date, calculated on a fully diluted basis. On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the average closing bid price of the Common Shares on for the Public Listing 10 Trading Days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the Warrants, the exercise price of such remaining Warrants shall adjust to 105% of the Current Trading Price. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the case of a Public Listing other than an initial public offering), Warrant Shares or (ii) the quotient obtained by dividing $650 million by the total number of equity interests (equal any Shares issued to the number Purchaser pursuant to a Draw Down hereunder not be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares, assuming Shares to the conversion or exchange Purchaser that are economically equivalent to the exercise of all other equity interests for Commonthe Warrant in full

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 50% of the Commitment Fee shall have been paid on or before the first anniversary of the Public Listing Date and 100% of the Commitment Fee shall have been paid on or before the first eighteen (18) month anniversary of the Public Listing Date. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the Public Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal 3.0to 3.3% of the total equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion of the Public Listing (including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basis, at an exercise price per Share equal to the lesser of (i) the public offering price (in the case of an initial public offering), (ii) $11.50 (in the case of a Reverse Merger Transaction with Goldenbridge Acquisition Limited or any of its Affiliates), or (iii) the closing bid price of the Common Shares on the Public Listing Date (in the case of a Public Listing other than an initial public offering), transaction that is not covered by clauses (i) or (ii)). (c) the quotient obtained by dividing $650 million by the total number of equity interests (equal Notwithstanding anything to the number contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not to be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares, assuming Shares to the conversion or exchange Purchaser that are economically equivalent to the exercise of all other equity interests for Commonthe Warrant in full.

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding To the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided extent that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% any amount of the Commitment Fee shall have been paid on or before remains unpaid to GYBL following the first date that is the one-year anniversary of the Public Listing DateFirst Trading Day, the remaining amount shall become immediately due. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Public Listing Effective Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the Public Listing DateFirst Trading Day, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal 3.0to 4.2% of the total equity interests (including number of the Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion of the Public Listing (including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basis, at an exercise a strike price per Share equal to the lesser closing bid price for such Common Shares on the Public Listing Date. On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of (i) the public offering price (in Warrants remain unexercised and the case of an initial public offering) or the average closing bid price of the Common Shares on for the Public Listing 10 Trading Days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then- current exercise price of the Warrants, the exercise price of such remaining Warrants shall adjust to 105% of the Current Trading Price. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the case of a Public Listing other than an initial public offering), Warrant Shares or (ii) the quotient obtained by dividing $650 million by the total number of equity interests (equal any Shares issued to the number Purchaser pursuant to a Draw Down hereunder not to be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares, assuming Shares to the conversion or exchange Purchaser that are economically equivalent to the exercise of all other equity interests for Commonthe Warrant in full.

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee shall have been paid on or before the first anniversary of the Public Listing Date. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the Public Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal 3.0to 6.0% of the total equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion of the Public Listing (including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basis, at an exercise price per Share equal to the lesser of (i) the public offering price (in the case of an initial public offering) or the closing bid price of the Common Shares on the Public Listing Date (in the case of a Public Listing other than an initial public offering). On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the average Daily Closing Price of the Common Shares over the 30 days preceding the Adjustment Date (iithe “Current Trading Price”) is less than 90% of the quotient obtained by dividing $650 million by then-current exercise price of the total number Warrant, the exercise price of equity interests such remaining Warrant shall adjust to 110% of the Current Trading Price. (equal c) Notwithstanding anything to the number contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not to be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares, assuming Shares to the conversion or exchange Purchaser that are economically equivalent to the exercise of all other equity interests for Commonthe Warrant in full.

Commitment Fee; Warrant. (a) The Company shall tender pay to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “"Commitment Fee”"), deliverable as set forth below. The Subject to Section 4.12(d), the Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee shall have been paid on or before the first anniversary of the Public Listing Date. On the Public Listing Date, the Company shall place a cash amount equal to the Commitment Fee either into an escrow account as agreed between the Parties or shall issue shares to the Purchaser as described in Section 4.12(d). To the extent that the Commitment Fee is not paid by on or before the first anniversary of the Public Listing Date, interest shall accrue on such unpaid portion of the Commitment Fee at a rate of 1.25% per month, compounded monthly. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public ListingListing within the term set forth in Section 7.01 below. (b) On the Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “"Warrant”") having an expiration date that is the third anniversary of the Public Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal 3.0to 6.15% of the total equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion of the Public Listing (including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basisbasis (the "Warrant Shares"), at an exercise price per Share equal to the lesser of (i) the public offering price (in the case of an initial public offering) or the closing bid price of the Common Shares on the Public Listing Date (in the case of a Public Listing other than an initial public offering)Date, or (ii) the quotient obtained by dividing $650 million 1.5 billion by the total number of equity interests (equal to the number of Common Shares, assuming the conversion or exchange of all other equity interests for CommonCommon Shares). On the first anniversary following the Public Listing Date (the "Adjustment Date"), if all or any portion of the Warrants remain unexercised and the average Daily Closing Price of the Common Shares for the 10 Trading Days following the Adjustment Date (the "Current Trading Price") is less than 90% of the then-current exercise price of the Warrant, the exercise price of such remaining Warrant shall adjust to 105% of the Current Trading Price. The exercise price, as so adjusted, shall be the "Warrant Exercise Price." The number of Warrant Shares shall be reduced by an amount equal to the number of Underlying Warrant Shares sold by the Purchaser pursuant to Section 2.02(b) hereof prior to redemption of the Underlying Warrant Shares pursuant to Section 2.02(b). In the event that the Purchaser exercises the Warrant and the Warrant Shares have not been delivered within one (1) Trading Day of such exercise, interest shall accrue on such undelivered portion of the Warrant at a rate of 1.25% per month, compounded monthly, with a principal amount equal to the Fair Value of the exercised portion of the Warrant as of the time of exercise. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not to be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser's ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares to the Purchaser that are economically equivalent to the exercise of the Warrant in full. (d) On the Public Listing Date, unless the Company shall have placed a cash amount into escrow pursuant to the option set forth in Section 4.12(a), the Company shall issue a number of Common Shares to GYBL equal to the Commitment Fee, divided by the Daily Closing Price on the Public Listing Date (the "Commitment Fee Shares"). The Commitment Fee Shares shall bear the following restrictive legend (the "Legend"): THESE SHARES ARE SUBJECT TO RESTRICTIONS ON RESALE PURSUANT TO A SHARE PURCHASE AGREEMENT AMONG THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH SHARE PURCHASE AGREEMENT. The Company shall use commercially reasonable efforts to cause the Legend to be removed from any Commitment Fee Shares (x) upon payment of any portion of the Commitment Fee by the Company in Common Shares pursuant to Section 4.12(a) above or (y) no later than the first anniversary of the Public Listing Date. (e) (i) If, on the 90th, 180th, or 270th day after the Public Listing Date, GYBL holds Commitment Fee Shares which have an aggregate value (calculated by reference to the Daily Closing Price) which is less than the portion of the Commitment Fee that remains unpaid (the "Shortfall"), then the Company shall promptly issue additional Commitment Fee Shares to GYBL equal in value to the Shortfall.

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit First Tranche (the “Commitment Fee”), and, to the extent that the Company has completed Draw Downs within the Second Tranche, the Company shall tender to GYBL, as an additional commitment fee, an amount equal to 2% of the Second Tranche (the “Additional Commitment Fee”), each deliverable as set forth below. The Commitment Fee or Additional Commitment Fee, as applicable, due upon each Draw Down may be paid in cash from the proceeds of such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment of the First Tranche shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate LimitFirst Tranche. The amount of Additional Commitment Fee due in each such installment of the Second Tranche shall be the product obtained by multiplying (i) the total amount of the Additional Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Second Tranche. Notwithstanding the foregoing, the Company, at its option, may pay the Commitment Fee (or Additional Commitment Fee) in cash or in Common Shares (provided that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee and, if the Company has completed Draw Downs for all or any part of the Second Tranche, the Additional Commitment Fee shall have been paid on or before the second anniversary of the Public Listing Date, provided that, if the Company has completed its first Draw Down for any part of the Second Tranche following the secondary anniversary of the Public Listing Date, 100% of the Additional Commitment Fee shall have been paid on or before the third anniversary of the Public Listing Date. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, (2) No Additional Commitment Fee shall be payable if the Company has not completed Draw Downs within the Second Tranche, and (2) no Commitment Fee or Additional Commitment Fee shall be payable in the event that the Company does not achieve a Public ListingListing on any U.S. securities exchange. (b) On the Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third fifth anniversary of the Public Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal 3.0to 4.0% of the total equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion of the Public Listing (including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basis, at an exercise price per Share equal to the lesser of (i) the public offering price (in the case of an initial public offering) or the closing bid price of the Common Shares on the Public Listing Date. On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the average Daily Closing Price of the Common Shares over the 30 days preceding the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the Warrant, the exercise price of such remaining Warrant shall adjust to 110% of the Current Trading Price. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the case of a Public Listing other than an initial public offering), Warrant Shares or (ii) the quotient obtained by dividing $650 million by the total number of equity interests (equal any Shares issued to the number Purchaser pursuant to a Draw Down hereunder not to be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares, assuming Shares to the conversion or exchange Purchaser that are economically equivalent to the exercise of all other equity interests for Commonthe Warrant in full.

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding To the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided extent that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% any amount of the Commitment Fee shall have been paid on or before remains unpaid to GYBL following the first date that is the one-year anniversary of the Public Listing Date, the remaining amount shall become immediately due. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third fifth anniversary of the Public Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal 3.0to 4.0% of the total equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion of the Public Listing (including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basis, at an exercise a strike price per Share equal to the lesser of (i) the public offering price (in the case of an initial public offering) or the closing bid price of the for such Common Shares on the Public Listing Date (in the case of a Public Listing other than an initial public offering), or (ii) the quotient obtained by dividing $650 700 million by the total number of equity interests (equal to the number of Common Shares, assuming the conversion or exchange of all other equity interests for CommonCommon Shares). On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the Daily Closing Price of the Common Shares on the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current strike price of the Warrant, the strike price of such remaining Warrant shall adjust to 105% of the Current Trading Price. For avoidance of doubt, in the event that the Public Listing Date does not occur prior to the termination of this Agreement, no Warrant shall be issuable hereunder. (c) Notwithstanding anything to the contrary stated herein, if the Parties agree that the issuance of any securities hereunder could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not being freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative, economically equivalent issuance and sale of securities to the Purchaser with equivalent rights of transferability.

Commitment Fee; Warrant. (a) The Company shall tender pay to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Subject to Section 4.12(d), the Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of such Draw Down or in freely tradeable Common Shares and unrestricted ADSs of the Company (included in an effective Registration Statement for which no stop order has been issued) valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that ADSs representing such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee shall have been paid on or before the first anniversary date that is 270 days from the Effective Date (the “Fee Longstop Date”). On the Fee Longstop Date, the outstanding amount of Commitment Fee shall become immediately due and payable and interest shall accrue on any amount of the Public Listing DateCommitment Fee outstanding as described in Section 4.12(d). For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Public Listing Effective Date, the Company shall make and execute a warrant granting GYBL the right to purchase unrestricted and freely tradeable Common Shares, as represented by ADSs (included in an effective Registration Statement for which no stop order has been issued), a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third fifth anniversary of the Public Listing Effective Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of 16,650,000 Common Shares that is equal 3.0% of the total equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion of the Public Listing (including any Common Shares issued pursuant represented by up to an over-allotment option11,100,000 ADSs), calculated on a fully diluted basis, at an exercise price per Share ADS equal to $13.00. On each of the lesser first and second anniversary following the Effective Date (the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the average Daily Closing Price of the ADSs for the 2 Trading Days preceding the Adjustment Date (the “Current Trading Price”) is less than 105% of the then-current exercise price of the Warrant, the exercise price of such remaining Warrant shall adjust to 95% of the Current Trading Price. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not to be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares to the Purchaser that are economically equivalent to the exercise of the Warrant in full. (d) On the Fee Longstop Date, unless (i) the public offering price Company shall have placed a cash amount sufficient to satisfy the Commitment Fee into an account designated by the Purchaser (in the case of an initial public offering) or the closing bid price within one Business Day of the Purchaser notifying the Company), the Company shall issue a number of unrestricted and freely trading ADSs representing Common Shares (included in an effective Registration Statement for which no stop order has been issued) to GYBL equal to the outstanding amount of the Commitment Fee, divided by the Daily Closing Price on the Public Listing Fee Longstop Date (in the case of a Public Listing other than an initial public offering“Commitment Fee Shares”), or and shall (ii) instruct its transfer agent to transfer such ADSs representing Commitment Fee Shares (within one Business Day of the quotient obtained by dividing $650 million by Purchaser notifying the total number Company) and (iii) deliver such ADSs representing Commitment Fee Shares (within three Business Days of equity interests the Purchaser notifying the Company). If any sum payable under this Section 4.12(d) is not paid on the due date for payment (equal following due notification from the Company), interest shall accrue on such sum from and including the due date for payment to but excluding the date on which payment is made at a rate of 15 per cent. above the 3-month SOFR from time to time, compounded daily. (e) If the Aggregate Limit is increased pursuant to Section 2.01, the Commitment Fee proportionately payable with respect to such increase (it being understood, for the avoidance of doubt, that the Commitment Fee shall always be 2% of the Aggregate Limit, construed to include any increase to the number Aggregate Limit) shall have been received by GYBL on the day of Common Sharessuch increase and, assuming in any event, prior to such increase becoming effective, the conversion provisions of this Section 4.12 applying mutatis mutandis. (f) Any securities referenced in this Section 4.12 or exchange issuable under the Warrants, at the request of all other equity interests for Commonand with the express agreement of the Purchaser and in accordance with applicable law, will be delivered to the Purchaser via book entry through the Depository Trust Company and will not bear legends noting restrictions as to resale of such securities under federal or state securities laws, nor will any such securities be subject to stop transfer instructions.

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding To the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided extent that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% any amount of the Commitment Fee shall have been paid on or before remains unpaid to GYBL following the first date that is the one-year anniversary of the Public Listing DateFirst Trading Day, the remaining amount shall become immediately due. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Public Listing Effective Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the Public Listing DateFirst Trading Day, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal 3.0to 5.7% of the total equity interests (including number of Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion as of the Public Listing (including any Common Shares issued pursuant to an over-allotment option)Date, calculated on a fully diluted basis, at an exercise a strike price per Share equal to the lesser closing bid price for such Common Shares on the Public Listing Date. On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of (i) the public offering price (in Warrants remain unexercised and the case of an initial public offering) or the average closing bid price of the Common Shares on for the Public Listing 10 Trading Days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the Warrants, the exercise price of such remaining Warrants shall adjust to 105% of the Current Trading Price. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the case of a Public Listing other than an initial public offering), Warrant Shares or (ii) the quotient obtained by dividing $650 million by the total number of equity interests (equal any Shares issued to the number Purchaser pursuant to a Draw Down hereunder not be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares, assuming Shares to the conversion or exchange Purchaser that are economically equivalent to the exercise of all other equity interests for Commonthe Warrant in full.

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable in installments as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee shall have been paid on or before the first anniversary of the Public Listing Date. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the Public Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal 3.0to 2% of the total equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) (the “Warrant Percentage”) outstanding immediately after the completion of the Public Listing (including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basis, at an exercise price per Share equal to the lesser of lesser of (i) the closing bid price of the SPAC’s common stock as reported by the New York Stock Exchange on the Effective Date, and (ii) the public offering price (in the case of an initial public offering) or 90% the closing bid price of the Common Shares on the Public Listing Date (in the case of a Public Listing other than an initial public offeringoffering (e.g. Reverse Merger Transaction), or ). (iic) the quotient obtained by dividing $650 million by the total number of equity interests (equal Notwithstanding anything to the number contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not to be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares, assuming Shares to the conversion or exchange Purchaser that are economically equivalent to the exercise of all other equity interests for Commonthe Warrant in full.

Commitment Fee; Warrant. (a) The Company shall tender pay to GYBL, as a commitment fee, an amount equal to 21% of the Aggregate Limit (the “Commitment Fee”), ) deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that such Common Shares shall have been registered for resale pursuant to an effective registration statement)Shares, so long as 100% of the Commitment Fee shall have been paid on the Resale Registration Statement Effective Date. On the Resale Registration Statement Effective Date, the Company shall place a cash amount equal to the Commitment Fee either into the Purchaser’s account or before shall issue shares to the first anniversary of the Public Listing DatePurchaser as described in ‎Section 4.12(d). For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the Public Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal 3.0to 4% of the total equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion of the Public Listing (including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basisbasis (the “Warrant Shares”), at an exercise price per Share equal to the lesser of (i) the public offering price (in the case of an initial public offering) or the closing bid price of the Common Shares on the Public Listing Date (in the case of a Public Listing other than an initial public offering)Date, or (ii) the quotient obtained by dividing $650 150 million by the total number of equity interests (equal to the number of Common Shares, assuming the conversion or exchange of all other equity interests for CommonCommon Shares). On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the average Daily Closing Price of the Common Shares for the 10 Trading Days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the Warrant, the exercise price of such remaining Warrant shall adjust to 105% of the Current Trading Price. The exercise price, as so adjusted, shall be the “Warrant Exercise Price.” (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not to be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares to the Purchaser that are economically equivalent to the exercise of the Warrant in full. (d) On the Resale Registration Statement Effective Date, unless the Company shall have placed a cash amount into escrow pursuant to the option set forth in ‎Section 4.12(a), the Company shall issue a number of Common Shares to GYBL equal to the Commitment Fee, divided by the lower of: (A) the quotient of (i) the Company’s total equity value as set forth in the independent valuation report prepared by the Company’s third-party valuation agent and delivered to the Nasdaq Stock Market LLC in connection with the Public Listing (or, if such valuation report includes a range of the Company’s total equity value, the midpoint of such range), and (ii) the total number of the Company’s outstanding Common Shares on a fully diluted basis as of the Public Listing Date without giving effect to the issuance of the Warrant on the same date; and (B) the Daily Closing Price on (x) if the Resale Registration Statement is declared effective after market close, such date or (y) if the Resale Registration Statement is declared effective prior to market open, the Business Day immediate preceding such date (the “Commitment Fee Shares”). (e) [Reserved]

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit $2,000,000.00 (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding the foregoingforegoing but at all times subject to Section 7.01, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee shall have been paid on or before the first anniversary within twelve (12) months of the Public Listing Date. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) except as provided in the second sentence of Section 7.01, no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the Public Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal 3.0to 1.5% of the total equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests, but excluding all options and awards granted and outstanding) (the “Warrant Percentage”) outstanding immediately after the completion of the Public Listing (including any Common Shares issued pursuant to an over-allotment option)Listing, calculated on a fully diluted basis, at an exercise price per Share equal to the lesser of (i) the public offering price (in the case of an initial public offering) or the closing bid price of the Common Shares on the Public Listing Date (in the case of a Public Listing other than an initial public offering). On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of the Warrant remains unexercised and the average Daily Closing Price of the Common Shares for the 10 Trading Days following the Adjustment Date (iithe “Current Trading Price”) is less than 90% of the quotient obtained by dividing $650 million by then-current exercise price of the total number Warrant, the exercise price of equity interests such remaining Warrant shall adjust to 105% of the Current Trading Price. (equal c) Notwithstanding anything to the number contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not to be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares, assuming Shares to the conversion or exchange Purchaser that are economically equivalent to the exercise of all other equity interests for Commonthe Warrant in full.

Commitment Fee; Warrant. (a) The Company shall tender pay to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Subject to Section 4.12(d), the Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long (x) as 50% of the Commitment Fee shall have been paid on or before the six (6) month anniversary of the Effective Date, and (y) 100% of the Commitment Fee shall have been paid on or before the first nine (9) month anniversary of the Public Listing Effective Date. On the Effective Date, the Company shall place a cash amount equal to the Commitment Fee either into an escrow account as agreed between the Parties or shall issue shares to the Purchaser as described in Section 4.12(d). For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith. If any sum payable under this Section 4.12(a) is not paid on the due date for payment (following due notification from the Company), interest shall accrue on such sum from and (2) no including the due date for payment to but excluding the date on which payment is made at a rate of 15 per cent. above the 3-month SOFR from time to time, compounded daily. The parties acknowledge that the penalty provision in the prior sentence is not in lieu of payment of the Commitment Fee Fee, which shall be payable fully earned on the date that such payment is due as provided in the event that the Company does not achieve a Public Listingthis Section 4.12(a). (b) On the Public Listing Effective Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the Public Listing Effective Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of 467,800 Common Shares that is equal 3.0% of the total equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion of the Public Listing (including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basisShares, at an exercise price per Share equal to $3.95. On the lesser first anniversary following the Effective Date (the “Adjustment Date”), if all or any portion of (i) the public offering price (in Warrants remain unexercised and the case of an initial public offering) or the closing bid price average Daily Closing Price of the Common Shares for the 10 Trading Days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the Warrant, the exercise price of such remaining Warrant shall adjust to 105% of the Current Trading Price. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder not to be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares to the Purchaser that are economically equivalent to the exercise of the Warrant in full. (d) On the Effective Date, unless the Company shall have placed a cash amount into escrow pursuant to the option set forth in Section 4.12(a), the Company shall issue a number of Common Shares to GYBL equal to the Commitment Fee, divided by the Daily Closing Price on the Public Listing Effective Date (the “Commitment Fee Shares”). The Commitment Fee Shares shall bear the following restrictive legend (the “Legend”): THESE SHARES ARE SUBJECT TO RESTRICTIONS ON RESALE PURSUANT TO A SHARE PURCHASE AGREEMENT AMONG THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH SHARE PURCHASE AGREEMENT. The Company shall use commercially reasonable efforts to cause the Legend to be removed from any Commitment Fee Shares (x) upon payment of any portion of the Commitment Fee by the Company in Common Shares pursuant to Section 4.12(a) above or (y) no later than the case first anniversary of a Public Listing other the Effective Date. (i) If, on the 90th, 180th, or 270th day after the Effective Date, GYBL holds Commitment Fee Shares which have an aggregate value (calculated by reference to the Daily Closing Price) which is less than an initial public offeringthe portion of the Commitment Fee that remains unpaid (the “Shortfall”), or then the Company shall promptly issue additional Commitment Fee Shares to GYBL equal in value to the Shortfall. (ii) If, on the quotient obtained 90th, 180th, or 270th day after the Effective Date or the date upon which the Commitment Fee has been paid in full, if earlier, GYBL holds Commitment Fee Shares that have an aggregate value (calculated by dividing $650 million by reference to the total Daily Closing Price) that is greater than the portion of the Commitment Fee to be paid on such date (the “Surplus”), then GYBL shall promptly return to the Company a number of equity interests (Commitment Fee Shares equal in value to the number of Common Shares, assuming the conversion or exchange of all other equity interests for CommonSurplus.

Commitment Fee; Warrant. (a) The Company shall tender pay to GYBL, as a commitment fee, an amount equal to 21% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Subject to Section 4.12(d), the Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% of the Commitment Fee shall have been paid on or before the first six (6) month anniversary of the Public Listing Date. On the Public Listing Date, the Company shall place a cash amount equal to the Commitment Fee either into an escrow account as agreed between the Parties or shall issue shares to the Purchaser as described in Section 4.12(d). For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On the Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the Public Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal 3.0to 4% of the total equity interests (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion of the Public Listing (including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basisbasis (the “Warrant Shares”), at an exercise price per Share equal to the lesser of (i) the public offering price (in the case of an initial public offering) or the closing bid price of the Common Shares on the Public Listing Date (in the case of a Public Listing other than an initial public offering)Date, or (ii) the quotient obtained by dividing $650 150 million by the total number of equity interests (equal to the number of Common Shares, assuming the conversion or exchange of all other equity interests for CommonCommon Shares). On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the average Daily Closing Price of the Common Shares for the 10 Trading Days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the Warrant, the exercise price of such remaining Warrant shall adjust to 105% of the Current Trading Price. The exercise price, as so adjusted, shall be the “Warrant Exercise Price.” The number of Warrant Shares shall be reduced by an amount equal to the number of Underlying Warrant Shares sold by the Purchaser pursuant to Section 2.02(b) hereof prior to redemption of the Underlying Warrant Shares pursuant to Section 2.02(b), and the Warrant shall be amended upon such redemption to reflect such reduced number of Warrant Shares.

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of such any Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment and shall be due and payable in the product obtained by multiplying following amounts: (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding the foregoing, the Company, at its option, may Company shall pay the Commitment Fee in cash or in Common Shares (provided that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 10067% of the Commitment Fee shall have been paid on or before the first anniversary of the Public Listing Date, and (ii) the Company shall pay 33% of the remaining amount of such Commitment Fee on the eighteen (18) month anniversary from the Public Listing Date. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee herewith but shall not be payable in the event that the Company if a Public Listing does not achieve a Public Listingoccur prior to the termination of this Agreement. (b) On the Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the Public Listing Date, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares shares that is equal 3.0to 4% of the total equity interests (including number of Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion as of the Public Listing (including any Common Shares issued pursuant to an over-allotment option)Date, calculated on a fully diluted basis, at an exercise a strike price per Share equal to the lesser of (i) the public offering price (in the case of an initial public offering) or the closing bid price of the for such Common Shares on the Public Listing Date (Date. For avoidance of doubt, in the case of a event that the Public Listing other than an initial public offering), or (ii) the quotient obtained by dividing $650 million by the total number of equity interests (equal Date does not occur prior to the number termination of this Agreement, no Warrant shall be issuable hereunder. (c) Notwithstanding anything to the contrary stated herein, if the Purchaser determines in its reasonable discretion that the issuance of the Warrant could result in the Warrant Shares or any Shares issued to the Purchaser pursuant to a Draw Down hereunder to not be freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure an alternative issuance and sale of Common Shares, assuming Shares to Purchaser that are economically equivalent to the conversion or exchange exercise of all other equity interests for Commonthe Warrant in full.

Commitment Fee; Warrant. (a) The Company shall tender to GYBLPurchaser, as a commitment fee, an amount equal equal, in the aggregate, to 22.0% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The At each Settlement Date, the Company will pay the portion of the Commitment Fee due upon each Draw Down set forth below, which may be paid either in cash from the proceeds of such a Draw Down or in freely tradeable Common Shares Stock of the Company valued at the Daily Closing Price at on the time of such Draw DownSettlement Date, at the option of the Company. The amount of the Commitment Fee due in each such installment on a Settlement Date shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (yx) the value of Shares purchased pursuant to proceeds received by the applicable Draw Down Company on such Settlement Date by (zy) the Aggregate Limit. Notwithstanding To the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided extent that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% any amount of the Commitment Fee shall have been paid on or before remains unpaid to Purchaser following the first date that is the one-year anniversary of the Public Listing DateFirst Trading Day, the remaining amount shall become immediately due. For the avoidance of doubt, (1) following one-year anniversary of the First Trading Day, the Commitment Fee shall be vested and payable as described above by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On Within three business days after the Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common SharesWarrant, a copy of which is attached hereto as Exhibit B (the “Warrant”) granting Purchaser the right to purchase Warrant Shares and having an expiration date that is the third anniversary of the Public Listing DateFirst Trading Day. Pursuant to the Warrant, granting GYBL the Purchaser shall have the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares Stock that is equal 3.0to 2% of the total equity interests (including number of Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) Stock outstanding immediately after the completion as of the Public Listing (including any Common Shares issued pursuant to an over-allotment option)Date, calculated on a fully diluted basis, at an exercise a strike price per Share share equal to the lesser of (i) Daily Closing Price for such Common Stock on the public offering price (in Public Listing Date. On the case of an initial public offering) or the closing bid price of the Common Shares on first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the average Daily Closing Price of the Common Stock for the ten (10) Trading Days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the Warrants, the exercise price of such remaining Warrants shall adjust to 110% of the Current Trading Price. (c) Notwithstanding anything to the contrary stated herein, if the Parties agree that the issuance of any securities hereunder could result in the case of a Public Listing other than an initial public offering), Warrant Shares or (ii) the quotient obtained by dividing $650 million by the total number of equity interests (equal any Shares issued to the number Purchaser pursuant to a Draw Down hereunder not being freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall use their reasonable best efforts to structure a mutually agreeable alternative means of Common Sharescompensating the Purchaser, assuming which the conversion or exchange of all other equity interests for Commonparties hereto acknowledge shall represent an economically equivalent value as the foregoing Securities.

Commitment Fee; Warrant. (a) The Following the Closing, the Company shall tender to GYBL, as a commitment fee, an amount equal to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The Commitment Fee due upon each Draw Down may be paid in cash from the proceeds of such Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at the time of such Draw Down, at the option of the Company. The amount of the Commitment Fee due in each such installment shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (y) the value of Shares purchased pursuant to the applicable Draw Down by (z) the Aggregate Limit. Notwithstanding To the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided extent that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% any amount of the Commitment Fee shall have been paid on or before remains unpaid to GYBL following the first date that is the one- year anniversary of the Public Listing DateFirst Trading Day, the remaining amount shall become immediately due and following payment in full of the full Commitment Fee, no further installments shall be due or payable. For the avoidance of doubt, (1) the Commitment Fee shall be payable by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be due or payable in the event that the Company Closing does not achieve a Public Listingoccur. (b) On the Public Listing Closing Date, and following the Closing, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the Public Listing DateFirst Trading Day, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the a number of Common Shares that is equal 3.0to 2.5% of the total equity interests on a fully diluted basis as of the Closing Date (including Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion of the Public Listing (including any Common Shares issued pursuant to an over-allotment option), calculated on a fully diluted basis, at an exercise price of $10.00 per Share equal to the lesser of (i) the public offering price (in the case of an initial public offering) or the closing bid price of the Common Shares on the Public Listing Date (in the case of a Public Listing other than an initial public offering), or (ii) the quotient obtained by dividing $650 million by the total number of equity interests (equal to the number of Common Shares, assuming the conversion or exchange of all other equity interests for CommonShare.

Commitment Fee; Warrant. (a) The Company shall tender to GYBL, as a commitment fee, an amount equal equal, in the aggregate, to 2% of the Aggregate Limit (the “Commitment Fee”), deliverable as set forth below. The At each Settlement Date, the Company will pay the portion of the Commitment Fee due upon each Draw Down set forth below, which may be paid either in cash from the proceeds of such a Draw Down or in freely tradeable Common Shares of the Company valued at the Daily Closing Price at on the time of such Draw DownSettlement Date, at the option of the Company. The amount of the Commitment Fee due in each such installment on a Settlement Date shall be the product obtained by multiplying (i) the total amount of the Commitment Fee by (ii) the quotient derived by dividing (yx) the value of Shares purchased pursuant to proceeds received by the applicable Draw Down Company on such Settlement Date by (zy) the Aggregate Limit. Notwithstanding To the foregoing, the Company, at its option, may pay the Commitment Fee in cash or in Common Shares (provided extent that such Common Shares shall have been registered for resale pursuant to an effective registration statement), so long as 100% any amount of the Commitment Fee shall have been paid on or before remains unpaid to GYBL following the first date that is the one-year anniversary of the Public Listing DateFirst Trading Day, the remaining amount shall become immediately due. For the avoidance of doubt, (1) following the earlier of a Public Listing Advance or the Public Listing Date, the Commitment Fee shall be vested and payable as described above by the Company irrespective of whether any Draw Down Notices have been delivered by the Company in accordance herewith, and (2) no Commitment Fee shall be payable in the event that the Company does not achieve a Public Listing. (b) On Within three business days after the Public Listing Date, the Company shall make and execute a warrant granting GYBL the right to purchase Common Shares, a copy of which is attached hereto as Exhibit B (the “Warrant”) having an expiration date that is the third anniversary of the Public Listing DateFirst Trading Day, granting GYBL the right to purchase, upon the terms set forth more fully therein, up to the number of Common Shares that is equal 3.0to 5.0% of the total equity interests (including number of Common Shares and any other equity interests convertible or exchangeable into Common Shares or bearing equivalent economic interests) outstanding immediately after the completion as of the Public Listing (including any Common Shares issued pursuant to an over-allotment option)Date, calculated on a fully diluted basis, at an exercise a strike price per Share equal to the lesser of (i) the public offering price (in the case of an initial public offering) or the closing bid price of the Daily Closing Price for such Common Shares on the Public Listing Date. On the first anniversary following the Public Listing Date (the “Adjustment Date”), if all or any portion of the Warrants remain unexercised and the average Daily Closing Price of the Common Shares for the ten (10) Trading Days following the Adjustment Date (the “Current Trading Price”) is less than 90% of the then-current exercise price of the Warrants, the exercise price of such remaining Warrants shall adjust to 110% of the Current Trading Price. (c) Notwithstanding anything to the contrary stated herein, if the Parties agree that the issuance of any securities hereunder could result in the case of a Public Listing other than an initial public offering), Warrant Shares or (ii) the quotient obtained by dividing $650 million by the total number of equity interests (equal any Shares issued to the number Purchaser pursuant to a Draw Down hereunder not being freely transferable under applicable securities Laws or otherwise adversely effects the Purchaser’s ability to sell the Warrant Shares or such Shares issued pursuant to a Draw Down, then the Parties shall structure a mutually agreeable alternative, economically equivalent issuance and sale of Common Shares, assuming securities to the conversion or exchange of all other equity interests for CommonPurchaser.