Common use of 1Closing Clause in Contracts

1Closing. At the Closing, upon the terms and subject to the conditions set forth herein, the Company hereby agrees to issue and sell, and each Purchaser agrees to purchase from the Company, severally and not jointly, that number of Ordinary Shares and/or Non-Voting Ordinary Shares set forth opposite such Purchaser’s name under the heading “Total Number of Shares”, comprised of the number under the heading “Number of Ordinary Shares to Be Purchased” plus the number under the heading “Number of Non-Voting Ordinary Shares to be Purchased”, at an aggregate purchase price equal to the sum of the Share Purchase Price for the Shares, all as set forth on Schedule 1 attached hereto. At the Closing, following receipt of the evidence of the Shares in form acceptable to such Purchaser being issued as set forth in Section 2.2(a)(ii), each Purchaser shall deliver to the Company via wire transfer of immediately available funds equal to the purchase price to be paid by such Purchaser for the Shares to be acquired by it as set forth opposite such Purchaser’s name under the heading “Aggregate Purchase Price of Shares” on Schedule 1 hereto in accordance with the Company’s written wire instructions delivered to such Purchaser at least one (1) Business Day prior to the Closing Date, and the Company shall deliver to each Purchaser its respective Shares in the amounts set forth opposite such Purchaser’s name on Schedule 1 hereto, deliverable at the Closing on the Closing Date in accordance with Section 2.2. The Closing shall occur remotely via the exchange of documents on the Closing Date or such other time and location as the parties shall mutually agree. In the event that a Purchaser has wired its purchase price prior to the Closing, and the Closing Date has not occurred within five (5) Business Days after the expected Closing Date, the Company shall promptly (but not later than one (1) Business Day thereafter) return the Purchaser’s Subscription Amount to each respective Purchaser by wire transfer of United States dollars in immediately available funds to the account specified by each Purchaser.

1Closing. At On the ClosingClosing Date, upon the terms and subject to the conditions set forth herein, the Company hereby agrees to issue and sell, and each Purchaser agrees to purchase from the CompanyPurchasers, severally and not jointly, that number agree to purchase, up to an aggregate of Ordinary $5,000,003.03 of Shares and/or Non-Voting Ordinary Shares set forth opposite such and Warrants. Each Purchaser’s name under the heading “Total Number of Shares”, comprised of the number under the heading “Number of Ordinary Shares to Be Purchased” plus the number under the heading “Number of Non-Voting Ordinary Shares to be Purchased”, at an aggregate purchase price equal to the sum of the Share Purchase Price for the Shares, all Subscription Amount as set forth on Schedule 1 attached hereto. At the Closing, following receipt of the evidence of the Shares in form acceptable to such Purchaser being issued as set forth in Section 2.2(a)(ii), each Purchaser shall deliver to the Company via wire transfer of immediately available funds equal to the purchase price to be paid signature page hereto executed by such Purchaser shall be made available for the Shares to be acquired by it as set forth opposite such Purchaser’s name under the heading “Aggregate Purchase Price of SharesDelivery Versus Payment” on Schedule 1 hereto in accordance settlement with the Company’s written wire instructions delivered to such Purchaser at least one (1) Business Day prior to the Closing Date, and the Company or its designee. The Company shall deliver to each Purchaser its respective Shares in and a Warrant as determined pursuant to Section 2.2(a) and the amounts Company and each Purchaser shall deliver the other items set forth opposite such Purchaser’s name on Schedule 1 hereto, in Section 2.2 deliverable at the Closing on Closing. Upon satisfaction of the Closing Date covenants and conditions set forth in accordance with Section 2.2. The Sections 2.2 and 2.3, the Closing shall occur remotely via at the exchange offices of documents on the Closing Date Placement Agent or such other time and location as the parties shall mutually agree. In Unless otherwise directed by the event that a Purchaser has wired its purchase price prior to Placement Agent, settlement of the ClosingShares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., and on the Closing Date has not occurred within five (5) Business Days after the expected Closing Date, the Company shall issue the Shares in book-entry form in the names of the Purchasers and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (but not later than one (1or its clearing firm) Business Day thereafter) return by wire transfer to the Company). Notwithstanding anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares to each respective be purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other Ordinary Shares owned by wire transfer such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of United States dollars the Exchange Act) in immediately available funds excess of 9.9% of the then issued and outstanding Ordinary Shares at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the account specified by each Purchaserextent it would otherwise exceed the Beneficial Ownership Maximum immediately prior to the Closing, shall be conditioned upon the issuance of Shares at the Closing to the other Purchasers signatory hereto.

1Closing. At On the ClosingClosing Date, upon the terms and subject to the conditions set forth herein, the Company hereby agrees to issue and sell, and each Purchaser agrees to purchase from the CompanyPurchasers, severally and not jointly, that number agree to purchase, up to an aggregate of Ordinary $5,000,007 of Shares and/or Non-Voting Ordinary Shares set forth opposite such and Warrants. Each Purchaser’s name under the heading “Total Number of Shares”, comprised of the number under the heading “Number of Ordinary Shares to Be Purchased” plus the number under the heading “Number of Non-Voting Ordinary Shares to be Purchased”, at an aggregate purchase price equal to the sum of the Share Purchase Price for the Shares, all Subscription Amount as set forth on Schedule 1 attached hereto. At the Closing, following receipt of the evidence of the Shares in form acceptable to such Purchaser being issued as set forth in Section 2.2(a)(ii), each Purchaser shall deliver to the Company via wire transfer of immediately available funds equal to the purchase price to be paid signature page hereto executed by such Purchaser shall be made available for the Shares to be acquired by it as set forth opposite such Purchaser’s name under the heading “Aggregate Purchase Price of SharesDelivery Versus Payment” on Schedule 1 hereto in accordance settlement with the Company’s written wire instructions delivered to such Purchaser at least one (1) Business Day prior to the Closing Date, and the Company or its designee. The Company shall deliver to each Purchaser its respective Shares in and a Warrant as determined pursuant to Section 2.2(a) and the amounts Company and each Purchaser shall deliver the other items set forth opposite such Purchaser’s name on Schedule 1 hereto, in Section 2.2 deliverable at the Closing on Closing. Upon satisfaction of the Closing Date covenants and conditions set forth in accordance with Section 2.2. The Sections 2.2 and 2.3, the Closing shall occur remotely via at the exchange offices of documents on the Closing Date Placement Agent or such other time and location as the parties shall mutually agree. In Unless otherwise directed by the event that a Purchaser has wired its purchase price prior to Placement Agent, settlement of the ClosingShares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., and on the Closing Date has not occurred within five (5) Business Days after the expected Closing Date, the Company shall issue the Shares in book-entry form in the names of the Purchasers and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (but not later than one (1or its clearing firm) Business Day thereafter) return by wire transfer to the Company). Notwithstanding anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares to each respective be purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other Ordinary Shares owned by wire transfer such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of United States dollars the Exchange Act) in immediately available funds excess of 9.9% of the then issued and outstanding Ordinary Shares at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the account specified by each Purchaserextent it would otherwise exceed the Beneficial Ownership Maximum immediately prior to the Closing, shall be conditioned upon the issuance of Shares at the Closing to the other Purchasers signatory hereto.

1Closing. At On the ClosingClosing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company hereby agrees to issue and sell, and each Purchaser agrees to purchase from the CompanyPurchasers, severally and not jointly, that agree to purchase, (i) the number of Ordinary Shares and/or Non-Voting Ordinary Shares represented by ADSs set forth opposite such Purchaser’s name under the heading “Total Number Subscription Amount” on the Purchaser’s signature page hereto, at the Per ADS Purchase Price and (ii) Series D Common Warrants and Series E Common Warrants exercisable for ADSs as calculated pursuant to 2.2(a); provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of Shares”such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, comprised or as such Purchaser may otherwise choose, in lieu of purchasing ADSs, such Purchaser may elect to purchase Pre-Funded Warrants in lieu of ADSs in such manner to result in the full Subscription Amount being paid by such Purchaser to the Company. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser, 9.99%) of the number under the heading “Number of Ordinary Shares to Be Purchased” plus the number under the heading “Number of Non-Voting Ordinary Shares to be Purchased”Shares, at an aggregate purchase price equal in each case, outstanding immediately after giving effect to the sum issuance of the Share Purchase Price for Securities on the SharesClosing Date. In each case, all the election to receive Pre-Funded Warrants is solely at the option of the ​ ​ Purchaser; provided, however, the Purchaser shall receive Pre-Funded Warrants at the option of the Company if necessary to avoid a shareholder vote in connection with the purchase. ​ Each Purchaser’s Subscription Amount as set forth on Schedule 1 attached hereto. At the Closing, following receipt of the evidence of the Shares in form acceptable to such Purchaser being issued as set forth in Section 2.2(a)(ii), each Purchaser shall deliver to the Company via wire transfer of immediately available funds equal to the purchase price to be paid signature page hereto executed by such Purchaser shall be made available for the Shares to be acquired by it as set forth opposite such Purchaser’s name under the heading Delivery Versus Payment (“Aggregate Purchase Price of Shares” on Schedule 1 hereto in accordance DVP”) settlement with the Company’s written wire instructions delivered to such Purchaser at least one (1) Business Day prior to the Closing Date, and the Company or its designees. The Company shall deliver to each Purchaser its respective Shares in and Warrants as determined pursuant to Section 2.2(a), and the amounts Company and each Purchaser shall deliver the other items set forth opposite such Purchaser’s name on Schedule 1 hereto, deliverable in Section 2.2 at the Closing on Closing. Upon satisfaction of the Closing Date covenants and conditions set forth in accordance with Section 2.2. The Sections 2.2 and 2.3, the Closing shall occur remotely via the exchange of documents on the Closing Date and signatures or such other time and location as the parties shall mutually agree. In Unless otherwise directed by the event that a Purchaser has wired its purchase price prior to Placement Agent, settlement of the ClosingShares shall occur via DVP (i.e., and on the Closing Date has not occurred within five (5) Business Days after the expected Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Depositary directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (but not later than one (1or its clearing firm) Business Day thereafter) return the Purchaser’s Subscription Amount to each respective Purchaser by wire transfer of United States dollars in immediately available funds to the account specified Company). Unless otherwise directed by the Placement Agent, the Warrants shall be issued to each Purchaser.Purchaser in originally signed form. ​ Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser through, and including the time immediately prior to, the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Person shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be a Purchaser under this Agreement unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Person at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Shares hereunder; provided, further, that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not such Purchaser will elect to sell any Pre-Settlement Shares during the Pre-Settlement Period. The decision to sell any Shares will be made in the sole discretion of such Purchaser from time to time, including during the Pre-Settlement Period. ​

1Closing. At On the ClosingClosing Date, upon the terms and subject to the conditions set forth herein, the Company hereby agrees to issue and sell, and each Purchaser agrees to purchase from the CompanyPurchasers, severally and not jointly, agree to purchase, an aggregate of approximately $15.1 million of Shares and Warrants; provided, however, that number of Ordinary Shares and/or Non-Voting Ordinary Shares set forth opposite to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s name under Affiliates, and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the heading Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares, such Purchaser may elect, by so indicating such election prior to their issuance, to purchase Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Total Number Beneficial Ownership Limitation” shall be 4.99% (or, with respect to each Purchaser, at the election of Shares”such Purchaser at Closing, comprised 9.99%) of the number under of shares of the heading “Number of Ordinary Shares to Be Purchased” plus the number under the heading “Number of Non-Voting Ordinary Shares to be Purchased”, at an aggregate purchase price equal Common Stock outstanding immediately after giving effect to the sum of the Share Purchase Price for the Shares, all as set forth on Schedule 1 attached hereto. At the Closing, following receipt of the evidence issuance of the Shares in form acceptable on the Closing Date. In each case, the election to such Purchaser being issued as set forth in Section 2.2(a)(ii), each receive Pre-Funded Warrants is solely at the option of the Purchaser. Each Purchaser shall deliver to the Company Escrow Agent, via wire transfer of transfer, immediately available funds equal to the purchase price to be paid by such Purchaser for the Shares to be acquired by it Purchaser’s Subscription Amount as set forth opposite on the signature page hereto executed by such Purchaser’s name under the heading “Aggregate Purchase Price of Shares” on Schedule 1 hereto in accordance with the Company’s written wire instructions delivered to such Purchaser at least one (1) Business Day prior to the Closing Date, and the . The Company shall deliver to each Purchaser its respective Shares in Shares, Pre-Funded Warrants (if any) and the amounts applicable Common Warrants, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth opposite such Purchaser’s name on Schedule 1 hereto, in Section 2.2 deliverable at the Closing on Closing. Upon satisfaction of the Closing Date covenants and conditions set forth in accordance with Section 2.2. The Sections 2.2 and 2.3, the Closing shall occur remotely via at the exchange offices of documents on the Closing Date Company Counsel or such other time and location as the parties shall mutually agree. In the event that a Purchaser has wired its purchase price prior to the Closing, and the Closing Date has not occurred within five (5) Business Days after the expected Closing Date, the Company shall promptly (but not later than one (1) Business Day thereafter) return the Purchaser’s Subscription Amount to each respective Purchaser including remotely by wire transfer of United States dollars in immediately available funds to the account specified by each Purchaserelectronic transmission).

1Closing. At On the ClosingClosing Date, upon the terms and subject to the conditions set forth herein, the Company hereby agrees to issue and sell, and each Purchaser agrees to purchase from the CompanyPurchasers, severally and not jointly, that number agree to purchase, up to an aggregate of Ordinary Shares and/or Non-Voting Ordinary Shares set forth opposite such $50,000,010 of Shares. Each Purchaser’s name under the heading “Total Number of Shares”, comprised of the number under the heading “Number of Ordinary Shares to Be Purchased” plus the number under the heading “Number of Non-Voting Ordinary Shares to be Purchased”, at an aggregate purchase price equal to the sum of the Share Purchase Price for the Shares, all Subscription Amount as set forth on Schedule 1 attached hereto. At the Closing, following receipt of the evidence of the Shares in form acceptable to such Purchaser being issued as set forth in Section 2.2(a)(ii), each Purchaser shall deliver to the Company via wire transfer of immediately available funds equal to the purchase price to be paid signature page hereto executed by such Purchaser shall be made available for the Shares to be acquired by it as set forth opposite such Purchaser’s name under the heading “Aggregate Purchase Price of SharesDelivery Versus Payment” on Schedule 1 hereto in accordance (“DVP”) settlement with the Company’s written wire instructions delivered to such Purchaser at least one (1) Business Day prior to the Closing Date, and the Company or its designee. The Company shall deliver to each Purchaser its respective Shares in as determined pursuant to Section 2.2(a), and the amounts Company and each Purchaser shall deliver the other items set forth opposite such Purchaser’s name on Schedule 1 hereto, in Section 2.2 deliverable at the Closing on Closing. Upon satisfaction of the Closing Date covenants and conditions set forth in accordance with Section 2.2. The Sections 2.2 and 2.3, the Closing shall occur remotely via at the exchange offices of documents on the Closing Date Lxxxxxxxxx or such other time and location as the parties shall mutually agree, including remotely. In Unless otherwise directed by the event that a Purchaser has wired its purchase price prior to Placement Agent, settlement of the ClosingShares shall occur via DVP (i.e., and on the Closing Date has not occurred within five (5) Business Days after the expected Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (but not later than one (1or its clearing firm) Business Day thereafter) return the Purchaser’s Subscription Amount to each respective Purchaser by wire transfer of United States dollars in immediately available funds to the account specified Company). Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by each the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

1Closing. At (a)On the ClosingClosing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company hereby agrees to issue and sell, and each Purchaser agrees to purchase from the CompanyPurchasers, severally and not jointly, agree to purchase, up to an aggregate of approximately $4,000,000 of Shares and Common Warrants; provided, however, that, to the extent that number of Ordinary Shares and/or Non-Voting Ordinary Shares set forth opposite a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s name under Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the heading Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Total Number Beneficial Ownership Limitation” shall be 4.99% (or, at the election of Shares”the Purchaser at Closing, comprised 9.99%) of the number under of shares of the heading “Number of Ordinary Shares to Be Purchased” plus the number under the heading “Number of Non-Voting Ordinary Shares to be Purchased”, at an aggregate purchase price equal Common Stock outstanding immediately after giving effect to the sum issuance of the Share Purchase Price for Securities on the Shares, all Closing Date. Each Purchaser’s Subscription Amount as set forth on Schedule 1 attached hereto. At the Closing, following receipt of the evidence of the Shares in form acceptable to such Purchaser being issued as set forth in Section 2.2(a)(ii), each Purchaser shall deliver to the Company via wire transfer of immediately available funds equal to the purchase price to be paid signature page hereto executed by such Purchaser shall be made available for the Shares to be acquired by it as set forth opposite such Purchaser’s name under the heading “Aggregate Purchase Price of SharesDelivery Versus Payment” on Schedule 1 hereto in accordance settlement with the Company’s written wire instructions delivered to such Purchaser at least one (1) Business Day prior to the Closing Date, and the Company or its designee. The Company shall deliver to each Purchaser its respective Shares in and Warrants, and the amounts Company and each Purchaser shall deliver the other items set forth opposite such Purchaser’s name on Schedule 1 hereto, in Section 2.2 deliverable at the Closing on Closing. Upon satisfaction of the Closing Date covenants and conditions set forth in accordance with Section 2.2. The Sections 2.2 and 2.3, the Closing shall occur remotely via at the exchange offices of documents on the Closing Date EGS or such other time and location as the parties shall mutually agree. In Unless otherwise directed by the event that a Purchaser has wired its purchase price prior to Placement Agent, settlement of the ClosingShares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., and on the Closing Date has not occurred within five (5) Business Days after the expected Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (but not later than one (1or its clearing firm) Business Day thereafter) return the Purchaser’s Subscription Amount to each respective Purchaser by wire transfer of United States dollars in immediately available funds to the account specified Company). Unless otherwise directed by the Placement Agent, the Warrants shall be issued to each PurchaserPurchaser in originally signed form.

1Closing. At On the ClosingClosing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company hereby agrees to issue and sell, and each Purchaser agrees to purchase from the CompanyPurchasers, severally and not jointly, that agree to purchase, (i) the number of Ordinary Shares and/or Non-Voting Ordinary Shares shares of Common Stock set forth opposite such Purchaser’s name under the heading “Total Number Subscription Amount” on the Purchaser’s signature page hereto, at the Per Share Purchase Price, and (ii) Common Warrants exercisable for shares of Shares”Common Stock as calculated pursuant to Section 2.2(a); provided, comprised however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing shares of Common Stock, such Purchaser may elect to purchase Pre-Funded Warrants in lieu of shares of Common Stock in such manner to result in the full Subscription Amount being paid by such Purchaser to the Company. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser, 9.99%) of the number under the heading “Number of Ordinary Shares to Be Purchased” plus the number under the heading “Number shares of Non-Voting Ordinary Shares to be Purchased”Common Stock, at an aggregate purchase price equal in each case, outstanding immediately after giving effect to the sum issuance of the Share Purchase Price for Securities on the Shares, all Closing Date. Each Purchaser’s Subscription Amount as set forth on Schedule 1 attached hereto. At the Closing, following receipt of the evidence of the Shares in form acceptable to such Purchaser being issued as set forth in Section 2.2(a)(ii), each Purchaser shall deliver to the Company via wire transfer of immediately available funds equal to the purchase price to be paid signature page hereto executed by such Purchaser shall be made available for the Shares to be acquired by it as set forth opposite such Purchaser’s name under the heading Delivery Versus Payment (“Aggregate Purchase Price of Shares” on Schedule 1 hereto in accordance DVP”) settlement with the Company’s written wire instructions delivered to such Purchaser at least one (1) Business Day prior to the Closing Date, and the Company or its designees. The Company shall deliver to each Purchaser its respective Shares in and Warrants as determined pursuant to Section 2.2(a), and the amounts Company and each Purchaser shall deliver the other items set forth opposite such Purchaser’s name on Schedule 1 hereto, deliverable in Section 2.2 at the Closing on Closing. Upon satisfaction of the Closing Date covenants and conditions set forth in accordance with Section 2.2. The Sections 2.2 and 2.3, the Closing shall occur remotely via at the exchange offices of documents on the Closing Date Placement Agent or such other time and location as the parties shall mutually agree. In Unless otherwise directed by the event that a Purchaser has wired its purchase price prior to Placement Agent, settlement of the ClosingShares shall occur via DVP (i.e., and on the Closing Date has not occurred within five (5) Business Days after the expected Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (but not later than one (1or its clearing firm) Business Day thereafter) return the Purchaser’s Subscription Amount to each respective Purchaser by wire transfer of United States dollars in immediately available funds to the account specified Company). Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by each Purchaserthe Company and an applicable Purchaser through the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Person shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be a Purchaser under this Agreement unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Person at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Shares hereunder; provided, further, that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not such Purchaser will elect to sell any Pre-Settlement Shares during the Pre-Settlement Period. The decision to sell any Shares will be made in the sole discretion of such Purchaser from time to time, including during the Pre-Settlement Period. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Warrants) for purposes hereunder.

1Closing. At On the ClosingClosing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company hereby agrees to issue and sell, and each Purchaser agrees to purchase from the CompanyPurchasers, severally and not jointly, agree to purchase, up to an aggregate of $1,400,001 of Shares and Common Warrants; provided, however, that, to the extent that number of Ordinary Shares and/or Non-Voting Ordinary Shares set forth opposite a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s name under Affiliates, and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the heading Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Prefunded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Total Number Beneficial Ownership Limitation” shall be 4.99% (or, at the election of Shares”the Purchaser at Closing, comprised 9.99%) of the number under of shares of the heading “Number of Ordinary Shares to Be Purchased” plus the number under the heading “Number of Non-Voting Ordinary Shares to be Purchased”, at an aggregate purchase price equal Common Stock outstanding immediately after giving effect to the sum issuance of the Share Purchase Price for Securities on the Shares, all Closing Date. Each Purchaser’s Subscription Amount as set forth on Schedule 1 attached hereto. At the Closing, following receipt of the evidence of the Shares in form acceptable to such Purchaser being issued as set forth in Section 2.2(a)(ii), each Purchaser shall deliver to the Company via wire transfer of immediately available funds equal to the purchase price to be paid signature page hereto executed by such Purchaser shall be made available for the Shares to be acquired by it as set forth opposite such Purchaser’s name under the heading “Aggregate Purchase Price of SharesDelivery Versus Payment” on Schedule 1 hereto in accordance settlement with the Company’s written wire instructions delivered to such Purchaser at least one (1) Business Day prior to the Closing Date, and the Company ​ ​ ​ or its designee. The Company shall deliver to each Purchaser its respective Shares in and Warrants as determined pursuant to Section 2.2(a), and the amounts Company and each Purchaser shall deliver the other items set forth opposite such Purchaser’s name on Schedule 1 hereto, in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Each Purchaser acknowledges that, concurrently with the Closing and pursuant to the Prospectus, the Company may sell up to $6,600,001 of additional Shares and Warrants to purchasers not party to this Agreement, less the aggregate Subscription Amount pursuant to this Agreement, and will issue to such purchasers such shares of Common Stock and Common Warrants or Prefunded Warrants and Common Warrants in the same form and at the same Per Share Purchase Price. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date in accordance with Section 2.2. The Closing shall occur remotely via the exchange of documents on the Closing Date or such other time and location as the parties shall mutually agree. In the event that a Purchaser has wired its purchase price prior to the Closing, and the Closing Date has not occurred within five (5) Business Days after the expected Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (but not later than one (1or its clearing firm) Business Day thereafter) return the Purchaser’s Subscription Amount to each respective Purchaser by wire transfer of United States dollars in immediately available funds to the account specified Company). Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by each the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Prefunded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Prefunded Warrants) for purposes hereunder.

1Closing. At On the Closing, upon the terms and subject to the conditions set forth hereinInitial Closing Date, the Company hereby agrees to issue and shall sell, and each the Purchaser agrees to in the Initial Closing, shall purchase from (i) the Company, severally and not jointly, that number of Ordinary Shares and/or Non-Voting Ordinary Purchase Shares set forth opposite below such Purchaser’s name under on the heading “Total Number applicable signature page hereto at the Per Share Purchase Price, (ii) a Five-Year Warrant to purchase that number of Shares”, comprised additional shares of Common Stock equal to 50% of the number under of the heading “Number Purchase Shares purchased by such Purchaser hereunder and (iii) a Six-Month Warrant to purchase that number of Ordinary Shares additional shares of Common Stock equal to Be Purchased” plus 65% of the number under the heading “Number of Non-Voting Ordinary Purchase Shares to be Purchased”purchased by such Purchaser hereunder, at an aggregate purchase price Subscription Amount equal to $6,000,000. After the sum of the Share Purchase Price for the Shares, all as set forth on Schedule 1 attached hereto. At the Initial Closing, following receipt of the evidence of Company may sell, on the Shares same terms and conditions as those contained in form acceptable this Agreement, additional Securities to one or more Purchasers in one or more Additional Closings, provided that (i) such Additional Closing(s) is consummated prior to thirty (30) days after the Initial Closing, (ii) each additional Purchaser being issued as set forth shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to this Agreement, including Annex A and (iii) the additional Securities sold in Section 2.2(a)(iithe Additional Closing(s), each when added together with the Initial Closing, shall not exceed an aggregate Subscription Amount for all Purchasers of $8,000,000. Each Purchaser shall deliver to the Company Company, pursuant to Section 2.2(b), via wire transfer or a certified check of immediately available funds funds, an amount equal to the purchase price to be paid by such Purchaser for the Shares to be acquired by it Purchaser’s Subscription Amount as set forth opposite on the signature page hereto executed by such Purchaser’s name under the heading “Aggregate Purchase Price of Shares” on Schedule 1 hereto in accordance with the Company’s written wire instructions delivered to such Purchaser at least one (1) Business Day prior to the Closing Date, and the Company shall deliver to each Purchaser its respective Purchase Shares in and Warrants as determined pursuant to Section 2.2(a)(iv), and the amounts Company and each Purchaser shall deliver the other items set forth opposite such Purchaser’s name on Schedule 1 hereto, deliverable in Section 2.2 at the Closing on the Closing Date in accordance with Section 2.2applicable Closing, as appropriate. The Closing Closings shall occur remotely via at the exchange offices of documents on the Closing Date Company or such other time and location as the parties shall mutually agree. In the event that Any portion of a Purchaser has wired its purchase price prior to the Closing, and the Closing Date has not occurred within five (5) Business Days after the expected Closing Date, the Company shall promptly (but not later than one (1) Business Day thereafter) return the Purchaser’s Subscription Amount to each respective delivered by such Purchaser by wire transfer of United States dollars in immediately available funds to the account specified Company before a Closing Date shall be deemed to be held in trust by each Purchaserthe Company until the applicable Closing hereunder.

1Closing. At On the ClosingClosing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company hereby agrees to issue and sell, and each Purchaser agrees to purchase from the CompanyPurchasers, severally and not jointly, that agree to purchase, (i) the number of Ordinary Shares and/or Non-Voting Ordinary Shares shares of Common Stock set forth opposite such Purchaser’s name under the heading “Total Number Subscription Amount” on the Purchaser’s signature page hereto, at the Per Share Purchase Price, and (ii) Common Warrants exercisable for shares of Shares”Common Stock as calculated pursuant to Section 2.2(a); provided, comprised however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing shares of Common Stock, such Purchaser may elect to purchase Pre-Funded Warrants in lieu of shares of Common Stock in such manner to result in the full Subscription Amount being paid by such Purchaser to the Company. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser prior to the issuance of any Warrants, 9.99%) of the number under the heading “Number of Ordinary Shares to Be Purchased” plus the number under the heading “Number shares of Non-Voting Ordinary Shares to be Purchased”Common Stock, at an aggregate purchase price equal in each case, outstanding immediately after giving effect to the sum issuance of the Share Purchase Price for Securities on the Shares, all Closing Date. Each Purchaser’s Subscription Amount as set forth on Schedule 1 attached hereto. At the Closing, following receipt of the evidence of the Shares in form acceptable to such Purchaser being issued as set forth in Section 2.2(a)(ii), each Purchaser shall deliver to the Company via wire transfer of immediately available funds equal to the purchase price to be paid signature page hereto executed by such Purchaser shall be made available for the Shares to be acquired by it as set forth opposite such Purchaser’s name under the heading Delivery Versus Payment (“Aggregate Purchase Price of Shares” on Schedule 1 hereto in accordance DVP”) settlement with the Company’s written wire instructions delivered to such Purchaser at least one (1) Business Day prior to the Closing Date, and the Company or its designees. The Company shall deliver to each Purchaser its respective Shares in and Warrants as determined pursuant to Section 2.2(a), and the amounts Company and each Purchaser shall deliver the other items set forth opposite such Purchaser’s name on Schedule 1 hereto, deliverable in Section 2.2 at the Closing on Closing. Upon satisfaction of the Closing Date covenants and conditions set forth in accordance with Section 2.2. The Sections 2.2 and 2.3, the Closing shall occur remotely via at the exchange offices of documents on the Closing Date Placement Agent or such other time and location as the parties shall mutually agree. In Unless otherwise directed by the event that a Purchaser has wired its purchase price prior to Placement Agent, settlement of the ClosingShares shall occur via DVP (i.e., and on the Closing Date has not occurred within five (5) Business Days after the expected Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (but not later than one (1or its clearing firm) Business Day thereafter) return the Purchaser’s Subscription Amount to each respective Purchaser by wire transfer of United States dollars in immediately available funds to the account specified Company). Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by each Purchaserthe Company and an applicable Purchaser through the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Person shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be a Purchaser under this Agreement unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Person at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement ​ ​ Shares hereunder; provided, further, that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not such Purchaser will elect to sell any Pre-Settlement Shares during the Pre-Settlement Period. The decision to sell any Shares will be made in the sole discretion of such Purchaser from time to time, including during the Pre-Settlement Period. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Warrants) for purposes hereunder.

1Closing. At On the ClosingClosing Date, upon the terms and subject to the conditions set forth herein, the Company hereby agrees to issue and sell, and each Purchaser agrees to purchase from the CompanyPurchasers, severally and not jointly, agree to purchase, up to an aggregate of $4,000,006.25 of Shares and Warrants. Notwithstanding anything herein to the contrary, to the extent that number of Ordinary Shares and/or Non-Voting Ordinary Shares set forth opposite a Purchaser determines, in its sole discretion, that such Purchaser’s name under Subscription Amount (together with such Purchaser’s Affiliates and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would cause such Purchaser’s beneficial ownership of the heading shares of Common Stock to exceed the Beneficial Ownership Limitation, such Purchaser may elect to purchase Pre-Funded Warrants in lieu of the Shares as determined pursuant to Section 2.2(a). The “Total Number Beneficial Ownership Limitation” shall be 4.99% (or, at the election of Shares”the Purchaser at Closing, comprised 9.99%) of the number under of shares of the heading “Number of Ordinary Shares to Be Purchased” plus the number under the heading “Number of Non-Voting Ordinary Shares to be Purchased”, at an aggregate purchase price equal Common Stock outstanding immediately after giving effect to the sum issuance of the Share Purchase Price for Securities on the SharesClosing Date. In each case, all as set forth on Schedule 1 attached hereto. At the Closing, following receipt election to receive Pre-Funded Warrants is solely the option of the evidence of the Shares in form acceptable to such Purchaser being issued as set forth in Section 2.2(a)(ii), each Purchaser. Each Purchaser shall deliver to the Company Company, via wire transfer of immediately transfer. Immediately available funds equal to the purchase price to be paid by such Purchaser for the Shares to be acquired by it Purchaser’s Subscription Amount as set forth opposite on the signature page hereto executed by such Purchaser’s name under the heading “Aggregate Purchase Price of Shares” on Schedule 1 hereto in accordance with the Company’s written wire instructions delivered to such Purchaser at least one (1) Business Day prior to the Closing Date, and the Company shall deliver to each Purchaser its respective Shares in Shares, any Pre-Funded Warrants and a Common Warrant, as determined pursuant to Section 2.2(a), and the amounts Company and each Purchaser shall deliver the other items set forth opposite such Purchaser’s name on Schedule 1 hereto, in Section 2.2 deliverable at the Closing on Closing. Upon satisfaction (or waiver) of the Closing Date covenants and conditions set forth in accordance with Section 2.2. The Sections 2.2 and 2.3, the Closing shall occur remotely via at the exchange offices of documents on the Closing Date PC or such other time and location (including remotely by electronic transmission) as the parties shall mutually agree. In Unless otherwise directed by the event that a Purchaser has wired its purchase price prior to Placement Agent, settlement of the ClosingShares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., and on the Closing Date has not occurred within five (5) Business Days after the expected Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (but not later than one (1or its clearing firm) Business Day thereafter) return the Purchaser’s Subscription Amount to each respective Purchaser by wire transfer of United States dollars in immediately available funds to the account specified Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by each 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Shares hereunder; provided, further, that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not such Purchaser will elect to sell any Pre-Settlement Shares during the Pre-Settlement Period. The decision to sell any shares of Common Stock will be made in the sole discretion of such Purchaser from time to time, including during the Pre-Settlement Period.