Common use of Other Notes; Variable Securities Clause in Contracts

Other Notes; Variable Securities. From the date hereof until the later of (i) the Additional Closing Expiration Date and (ii) the date no Notes remain outstanding, the Company and each Subsidiary shall be prohibited from effecting or entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction (other than pursuant to an equity line of credit approved by the Required Holder (each a “Permitted Equity Line”); provided, that the per share purchase price of such Ordinary Shares issued pursuant to any Permitted Equity Line is above $2.00 per share (as adjusted for share splits, share dividends, recapitalization, and similar events) and the daily dollar trading volume of such Permitted Equity Line exceeds $1,000,000.00 on any Trading Day in which the Company sells any Ordinary Shares pursuant to any Permitted Equity Line; provided further, that the Company agrees not to sell any securities pursuant to any Permitted Equity Line during any three (3) Trading Day period immediately following any conversion of a Note or the Exchange Note). “Variable Rate Transaction” means a transaction in which the Company or any Subsidiary (i) issues or sells any Convertible Securities either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Ordinary Shares at any time after the initial issuance of such Convertible Securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such Convertible Securities or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares, other than pursuant to a customary “weighted average” anti-dilution provision or (ii) enters into any agreement (including, without limitation, an equity line of credit or an “at-the-market” offering) whereby the Company or any Subsidiary may sell securities at a future determined price (other than standard and customary “preemptive” or “participation” rights). Each Buyer shall be entitled to obtain injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

Other Notes; Variable Securities. From the date hereof until the later of (i) the Additional Closing Expiration Date and (ii) the date no So long as any Notes remain outstanding, the Company and each Subsidiary shall be prohibited from effecting or entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction (other than transactions pursuant to an equity line of credit approved by the Required Holder (each a “Permitted Equity Line”); provided, that the per share purchase price of such Ordinary Shares issued pursuant to any Permitted Equity Line is above $2.00 per share VRT (as adjusted for share splitsdefined below), share dividends, recapitalization, and similar events) the Permitted ATM and the daily dollar trading volume of such Permitted Equity Line exceeds $1,000,000.00 on any Trading Day in which the Company sells any Ordinary Shares pursuant to any Permitted Equity Line; provided further, that the Company agrees not to sell any securities pursuant to any Permitted Equity Line during any three (3) Trading Day period immediately following any conversion of a Note or the Exchange NoteELOC). “Variable Rate Transaction” means a transaction in which the Company or any Subsidiary (i) issues or sells any Convertible Securities Common Stock Equivalents either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Ordinary Shares shares of Common Stock at any time after the initial issuance of such Convertible SecuritiesCommon Stock Equivalents, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such Convertible Securities Common Stock Equivalents or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary SharesCommon Stock, other than pursuant to a customary “weighted average” anti-dilution provision or (ii) enters into any agreement (including, without limitation, an equity line of credit or an “at-the-market” offering) whereby the Company or any Subsidiary may sell securities at a future determined price (other than standard and customary “preemptive” or “participation” rights). Each Buyer shall be entitled to obtain injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages. “Permitted VRT” means any Variable Rate Transaction entered into with [*] or any of its affiliates. “Permitted ATM” means At the Market Offering Agreement, dated as of August 30, 2024, by and between the Company and H.▇. ▇▇▇▇▇▇▇▇▇▇ & Co., LLC, or a replacement facility with a bona fide investment bank as authorized by the Buyers, which authorization shall not be unreasonably withheld. “Permitted ELOC” means the Purchase Agreement, dated as of August 30, 2024 by and between the Company and Lincoln Park Capital Fund, LLC or a replacement facility on commercially reasonable/market standard terms as authorized by the Buyers, which authorization shall not be unreasonably withheld. Notwithstanding the foregoing, prior to the earlier of (a) the 180-day anniversary of the Closing and (b) the closing of the Permitted Project Financing, the Company may offer and sell through the each of the Permitted ATM and Permitted ELOC up to $3 million of shares of Common Stock; provided, that, such issuance shall be limited to $1.5 million of shares of Common Stock if the price per share issued is below the Conversion Price (as defined in the Notes) then in effect; provided further, that, there are no restrictions on the Company’s use of the Permitted ATM and Permitted ELOC at a price per share above $1.00.