Common use of Additional Closing Clause in Contracts

Additional Closing. Subject to Section 1.3, if the Company grants the underwriters an over-allotment option to purchase additional ADSs representing Ordinary Shares (the “Optional Shares”), then: (i) if the underwriters purchase any such Optional Shares, and, solely as a result of (x) the issuance of ADSs by the Company in the Offering in excess of 9,000,000 ADSs; or (y) the issuance of the Optional Shares (the “Greenshoe Offering”); or (z) a combination of (x) and (y), the Purchaser’s shareholding of the Company’s total outstanding Ordinary Shares will be below 8% of the Company’s total outstanding Ordinary Shares upon the closing of the Greenshoe Offering, then the additional closing (the “Additional Closing”) of the sale and purchase of additional Ordinary Shares pursuant to Section 1.1 shall take place concurrently with the closing of the Greenshoe Offering at the same office for the closing of the Greenshoe Offering or at such other place as the Company and the Purchaser may mutually agree. The Company shall promptly issue a notice to the Purchaser if the underwriters exercise the over-allotment option, and the Purchaser shall promptly issue a notice to the Company with respect to the Purchaser’s shareholding in the Company. The total number of additional Ordinary Shares that the Purchaser will purchase at the Additional Closing shall be such that, together with the Ordinary Shares (whether or not represented by ADSs) the Purchaser has acquired, will result in the Purchaser holding 8% of the Company’s total outstanding Ordinary Shares upon the Additional Closing. (ii) if the underwriters do not exercise such option, and, solely as a result of the issuance of ADSs by the Company in the Offering in excess of 9,000,000 ADSs, the Purchaser’s shareholding of the Company’s total outstanding Ordinary Shares will be below 8% of the Company’s total outstanding Ordinary Shares on the 30th day following the Initial Closing, then the Additional Closing of the sale and purchase of the Ordinary Shares pursuant to Section 1.1 shall take place on such 30th day following the Initial Closing at the same office for the Initial Closing or at such other place as the Company and the Purchaser may mutually agree. The Purchaser shall issue a notice to the Company with respect to the Purchaser’s shareholding in the Company as of such 30th day following the Initial Closing. The total number of additional Ordinary Shares that the Purchaser will purchase at the Additional Closing shall be such that, together with the Ordinary Shares (whether or not represented by ADSs) the Purchaser has acquired, will result in the Purchaser holding 8% of the Company’s total outstanding Ordinary Shares upon the Additional Closing. (iii) The Additional Closing and the Initial Closing are referred to herein collectively as the “Closings” and individually a “Closing.” The date and time of the Additional Closing are referred to herein as the “Additional Closing Date.” The Additional Closing Date and the Initial Closing Date are referred to herein collectively as the “Closing Dates” and individually as a “Closing Date.” For the avoidance of doubt and solely for the purpose of shareholding calculation in this Subsection 1.2(b), the Company’s total outstanding Ordinary Shares shall exclude Ordinary Shares issuable upon the exercise of outstanding stock options after the applicable date of calculation.

Additional Closing. Subject to Section 1.3the Buyers’ consent and the satisfaction (or waiver) of the Additional Notice Conditions (as defined below) and the Additional Closing Conditions, if at any time after the Initial Closing Date, the Company grants may deliver one or more written notices at any time less than $3,000,000 in aggregate principal amount of Notes remain outstanding (each an “Additional Closing Notice”, and the underwriters date of each Additional Closing Notice, each, an over-allotment option “ “Additional Closing Notice Date”) to purchase additional ADSs representing Ordinary Shares (the “Optional Shares”)Buyers, then: (i) if with a copy to the underwriters purchase any such Optional SharesTrustee, and, solely as a result of (x) the issuance of ADSs executed by the Company in the Offering in excess of 9,000,000 ADSs; chief executive officer or (y) the issuance chief financial officer of the Optional Shares Company, (A) certifying that the “Greenshoe Offering”); or Company has satisfied the Additional Closing Volume Condition (z) a combination of (x) and (yas defined below), the Purchaser’s shareholding Additional Closing Price Condition (as defined below) as of such Additional Closing Notice Date and (II) no Equity Conditions Failure (as defined below) exists (or detailing any such Equity Conditions Failure and specifying that no Additional Closing shall occur unless the Company’s total outstanding Ordinary Shares will be below 8% Buyers waive such Equity Conditions Failure) as of the Company’s total outstanding Ordinary Shares upon the closing of the Greenshoe Offering, then the additional closing such Additional Closing Notice Date (the “Additional ClosingNotice Conditions”), (B) confirming the aggregate principal amount of the sale and purchase of additional Ordinary Shares pursuant Additional Notes to Section 1.1 be purchased by the Buyers (which, with respect to any given Additional Closing, shall take place concurrently with not exceed $80,000,000 in the closing of the Greenshoe Offering at the same office for the closing of the Greenshoe Offering aggregate (or at such other place amount as the Company and the Purchaser may Buyers shall mutually agree. The Company shall promptly issue a notice )), the pro rata amount to the Purchaser if the underwriters exercise the over-allotment option, and the Purchaser shall promptly issue a notice to the Company with respect to the Purchaser’s shareholding in the Company. The total number of additional Ordinary Shares that the Purchaser will purchase at the Additional Closing shall be purchased by such thatBuyer (which, together with the Ordinary Shares aggregate principal amount of any Additional Notes issued at any prior Additional Closings, shall not exceed the maximum aggregate principal amount as set forth opposite such Buyer’s name in column (whether 4) on the Schedule of Buyers), (C) setting forth the proposed Additional Closing Date (which shall be the fifth (5th) Trading Day after such Additional Closing Notice or not represented by ADSs) the Purchaser has acquired, will result in the Purchaser holding 8% of the Company’s total outstanding Ordinary Shares upon the Additional Closing. (ii) if the underwriters do not exercise such option, and, solely other date as a result of the issuance of ADSs is mutually agreed to by the Company in and each Buyer, each, an “Additional Closing Date”, and together with the Offering in excess Initial Closing Date, each a “Closing Date”) and (D) attaching the draft applicable additional Supplemental Indenture and Prospectus Supplement (as defined below) with respect thereto. Each Additional Closing Notice, upon mutual consent of 9,000,000 ADSseach Buyer and the Company, shall be irrevocable. For the avoidance of doubt, the Purchaser’s shareholding of the Company’s total outstanding Ordinary Shares will Buyers shall not be below 8% of the Company’s total outstanding Ordinary Shares required to consummate any Additional Closing without Buyers’ consent or if on the 30th day following the Initial Closing, then the Additional Closing Date the Additional Closing Volume Condition, the Additional Closing Price Condition or any Additional Notice Condition or Additional Closing Condition, as applicable, has not been satisfied in full. The Company’s rights to effect any Additional Closings hereunder with the Buyers’ consent shall terminate upon the eighteen (18)—month anniversary of the sale and purchase of the Ordinary Shares pursuant to Section 1.1 shall take place on date hereof (or such 30th day following the Initial Closing at the same office for the Initial Closing or at such other place earlier date as the Company and the Purchaser may mutually agree. The Purchaser shall issue determine, in its sole discretion, by delivery of a written notice to the Company with respect to the Purchaser’s shareholding in the Company as of such 30th day following the Initial Closing. The total number of additional Ordinary Shares that the Purchaser will purchase at the Additional Closing shall be such that, together with the Ordinary Shares Buyers) (whether or not represented by ADSs) the Purchaser has acquired, will result in the Purchaser holding 8% of the Company’s total outstanding Ordinary Shares upon the Additional Closing. (iii) The Additional Closing and the Initial Closing are referred to herein collectively as the “Closings” and individually a “Closing.” The date and time of the Additional Closing are referred to herein as the “Additional Closing Expiration Date”).” The Additional Closing Date and the Initial Closing Date are referred to herein collectively as the “Closing Dates” and individually as a “Closing Date.” For the avoidance of doubt and solely for the purpose of shareholding calculation in this Subsection 1.2(b), the Company’s total outstanding Ordinary Shares shall exclude Ordinary Shares issuable upon the exercise of outstanding stock options after the applicable date of calculation.

Additional Closing. Subject to Section 1.3, if On the date of the Company grants ------------------ Additional Closing or Buyer Additional Closing, as applicable (collectively, the underwriters an over-allotment option to purchase additional ADSs representing Ordinary Shares (the “Optional Shares”), then: (i) if the underwriters purchase any such Optional Shares, and, solely as a result of (x) the issuance of ADSs by the Company in the Offering in excess of 9,000,000 ADSs; or (y) the issuance of the Optional Shares (the “Greenshoe Offering”); or (z) a combination of (x) and (y"Additional Closing"), the Purchaser’s shareholding Company shall complete the Series G Certificate of Designation by inserting the price per share to be paid for the Series G Preferred Shares, as determined pursuant to the terms of Section 1(d) or Section 1(e), as applicable, and the number of Series G Preferred Shares to be issued, as determined pursuant to the terms of Section 1(d) or Section 1(e), as applicable, file the Series G Certificate of Designation with the Office of the Company’s total outstanding Ordinary Delaware Secretary of State and issue and deliver to each Buyer a stock certificate(s) representing such number of Company Series G Preferred Shares will be below 8% or Buyer Series G Preferred Shares, as applicable, which such Buyer is then purchasing (as indicated opposite such Buyer's name on the Schedule of Buyers or in the Company’s total outstanding Ordinary Shares upon the closing Buyer Notice, as applicable), duly executed on behalf of the Greenshoe Offering, then the additional closing (the “Additional Closing”) of the sale and purchase of additional Ordinary Shares pursuant to Section 1.1 shall take place concurrently with the closing of the Greenshoe Offering at the same office for the closing of the Greenshoe Offering or at such other place as the Company and registered in the Purchaser may mutually agreename of such Buyer or its designee (the "Series G Stock Certificates" and together with the Series F Stock Certificates, the "Stock Certificates"). The Company Additional Closing shall promptly issue a notice to occur on the Purchaser if the underwriters exercise the over-allotment option, and the Purchaser shall promptly issue a notice to date set forth in the Company with respect Notice or Buyer Notice, as applicable, at the offices of Schulte Roth & Zabel LLP, 900 Third ▇▇▇▇▇▇, ▇▇▇ Yo▇▇, ▇ew Yor▇ ▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇l be agreed upon by the parties. On the date of the Additional Closing, each Buyer shall pay the Company the purchase price for the Company Series G Preferred Shares or Buyer Series G Preferred Shares, as applicable, to the Purchaser’s shareholding in the Company. The total number of additional Ordinary Shares that the Purchaser will purchase be issued and sold to such Buyer at the Additional Closing shall be such thatClosing, together by wire transfer of immediately available funds in accordance with the Ordinary Shares (whether or not represented by ADSs) Company's written wire instructions provided in writing to the Purchaser has acquired, will result in Buyers at least two days prior to the Purchaser holding 8% date of the Company’s total outstanding Ordinary Shares upon the Additional Closing. (ii) if the underwriters do not exercise such option, and, solely as a result of the issuance of ADSs by the Company in the Offering in excess of 9,000,000 ADSs, the Purchaser’s shareholding of the Company’s total outstanding Ordinary Shares will be below 8% of the Company’s total outstanding Ordinary Shares on the 30th day following the Initial Closing, then the Additional Closing of the sale and purchase of the Ordinary Shares pursuant to Section 1.1 shall take place on such 30th day following the Initial Closing at the same office for the Initial Closing or at such other place as the Company and the Purchaser may mutually agree. The Purchaser shall issue a notice to the Company with respect to the Purchaser’s shareholding in the Company as of such 30th day following the Initial Closing. The total number of additional Ordinary Shares that the Purchaser will purchase at the Additional Closing shall be such that, together with the Ordinary Shares (whether or not represented by ADSs) the Purchaser has acquired, will result in the Purchaser holding 8% of the Company’s total outstanding Ordinary Shares upon the Additional Closing. (iii) The Additional Closing and the Initial Closing are referred to herein collectively as the “Closings” and individually a “Closing.” The date and time of the Additional Closing are referred to herein as the “Additional Closing Date.” The Additional Closing Date and the Initial Closing Date are referred to herein collectively as the “Closing Dates” and individually as a “Closing Date.” For the avoidance of doubt and solely for the purpose of shareholding calculation in this Subsection 1.2(b), the Company’s total outstanding Ordinary Shares shall exclude Ordinary Shares issuable upon the exercise of outstanding stock options after the applicable date of calculation.

Additional Closing. Subject (a) The Additional Closing (if any) shall take place (i) on a Business Day specified by the Class A Purchaser in a notice to Section 1.3, if the Company grants and the underwriters an over-allotment option to purchase additional ADSs representing Ordinary Shares Class B Purchasers (the “Optional SharesNotice of Additional Closing”), then: following the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 (iother than those conditions that by their nature are to be satisfied at the Additional Closing, but subject to the fulfillment or waiver of those conditions at the Additional Closing) if the underwriters purchase any such Optional Shares, and, solely as a result of but which shall take place (xA) the issuance of ADSs no earlier than thirty (30) days after receipt by the Company in the Offering in excess of 9,000,000 ADSs; or (y) the issuance Class B Purchasers of the Optional Shares Notice of Additional Closing (provided that the “Greenshoe Offering”); or Additional Closing shall not occur during the last fifteen (z15) a combination days of (xany calendar quarter) and (y)B) no later than the Drop-Dead Date, the Purchaser’s shareholding of the Company’s total outstanding Ordinary Shares will be below 8% of the Company’s total outstanding Ordinary Shares upon the closing of the Greenshoe Offering, then the additional closing or (the “Additional Closing”ii) of the sale and purchase of additional Ordinary Shares pursuant to Section 1.1 shall take place concurrently with the closing of the Greenshoe Offering at the same office for the closing of the Greenshoe Offering or at such other time and place as the Company and the Purchaser Purchasers may mutually agree. The Company shall promptly issue a notice , subject, in each case, to the Purchaser if the underwriters exercise the over-allotment option, and the Purchaser shall promptly issue a notice to the Company with respect to the Purchaser’s shareholding in the Company. The total number of additional Ordinary Shares that the Purchaser will purchase at the Additional Closing shall be such that, together with the Ordinary Shares (whether satisfaction or not represented by ADSs) the Purchaser has acquired, will result in the Purchaser holding 8% waiver of the Company’s total outstanding Ordinary Shares upon conditions set forth in Section 2.09, Section 2.10 and Section 2.11 at the Additional Closing. (iib) The Parties agree that if the underwriters Class B Purchasers do not exercise such option, and, solely as a result acquire all of the issuance of ADSs by the Company in the Offering in excess of 9,000,000 ADSs, the Purchaser’s shareholding of the Company’s total outstanding Ordinary Shares will be below 8% of the Company’s total outstanding Ordinary Shares on the 30th day following Aggregate Class B Purchased Units at the Initial Closing, then the Class A Purchaser shall be required to deliver the Notice of Additional Closing no later than thirty (30) days prior to the Drop-Dead Date, and to the extent such Notice of Additional Closing has not been delivered by such date, such Notice of Additional Closing shall be deemed to have been given, and the Additional Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the sale conditions set forth in Section 2.09, Section 2.10 and purchase of the Ordinary Shares pursuant to Section 1.1 2.11 on such date. (c) The Additional Closing (if any) shall take place on such 30th day following the Initial Closing at the same office for the Initial Closing offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at One ▇▇▇▇▇▇ Square, Wilmington, Delaware (or at such other place location as agreed to by the Company and the Purchaser may mutually agree. The Purchaser shall issue a notice to the Company with respect to the Purchaser’s shareholding in the Company as of such 30th day following the Initial Closing. The total number of additional Ordinary Shares that the Purchaser will purchase at the Additional Closing shall be such that, together with the Ordinary Shares (whether or not represented by ADSs) the Purchaser has acquired, will result in the Purchaser holding 8% of the Company’s total outstanding Ordinary Shares upon the Additional ClosingPurchasers). (iii) The Additional Closing and the Initial Closing are referred to herein collectively as the “Closings” and individually a “Closing.” The date and time of the Additional Closing are referred to herein as the “Additional Closing Date.” The Additional Closing Date and the Initial Closing Date are referred to herein collectively as the “Closing Dates” and individually as a “Closing Date.” For the avoidance of doubt and solely for the purpose of shareholding calculation in this Subsection 1.2(b), the Company’s total outstanding Ordinary Shares shall exclude Ordinary Shares issuable upon the exercise of outstanding stock options after the applicable date of calculation.

Additional Closing. Subject to Section 1.3the satisfaction (or waiver) of the conditions set forth in Sections 1(d), if 6(b) and 7(b) below, the Company grants the underwriters an over-allotment option shall issue and sell to each Buyer, and each such Buyer severally, but not jointly, agrees to purchase additional ADSs representing Ordinary from the Company on (a) the First Additional Closing Date (as defined below), (i) the number of Additional Preferred Shares as is set forth opposite such Buyer’s name in column (3)(b) on the Schedule of Buyers and (ii) Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(b) on the Schedule of Buyers (the “Optional SharesFirst Additional Closing”) and (b) the Second Additional Closing Date (as defined below), then: (i) if the underwriters purchase any number of Additional Preferred Shares as is set forth opposite such Optional Shares, and, solely Buyer’s name in column (3)(c) on the Schedule of Buyers and (ii) Additional Warrants to acquire up to that number of Additional Warrant Shares as a result is set forth opposite such Buyer’s name in column (4)(c) on the Schedule of (x) the issuance of ADSs by the Company in the Offering in excess of 9,000,000 ADSs; or (y) the issuance of the Optional Shares Buyers (the “Greenshoe Offering”); or (z) a combination of (x) Second Additional Closing” and (y)together with the First Additional Closing, the Purchaser’s shareholding of the Company’s total outstanding Ordinary Shares will be below 8% of the Company’s total outstanding Ordinary Shares upon the closing of the Greenshoe Offering, then the additional closing (the each an “Additional Closing”) of the sale and purchase of additional Ordinary Shares pursuant to Section 1.1 shall take place concurrently with the closing of the Greenshoe Offering at the same office for the closing of the Greenshoe Offering or at such other place as the Company and the Purchaser may mutually agree). The Company shall promptly issue a notice to Initial Closing, the Purchaser if the underwriters exercise the over-allotment optionFirst Additional Closing, and the Purchaser shall promptly issue a notice to the Company with respect to the Purchaser’s shareholding in the Company. The total number of additional Ordinary Shares that the Purchaser will purchase at the Additional Closing shall be such that, together with the Ordinary Shares (whether or not represented by ADSs) the Purchaser has acquired, will result in the Purchaser holding 8% of the Company’s total outstanding Ordinary Shares upon the Additional Closing. (ii) if the underwriters do not exercise such option, and, solely as a result of the issuance of ADSs by the Company in the Offering in excess of 9,000,000 ADSs, the Purchaser’s shareholding of the Company’s total outstanding Ordinary Shares will be below 8% of the Company’s total outstanding Ordinary Shares on the 30th day following the Initial Closing, then the Additional Closing of the sale and purchase of the Ordinary Shares pursuant to Section 1.1 shall take place on such 30th day following the Initial Closing at the same office for the Initial Closing or at such other place as the Company and the Purchaser may mutually agree. The Purchaser shall issue a notice to the Company with respect to the Purchaser’s shareholding in the Company as of such 30th day following the Initial Closing. The total number of additional Ordinary Shares that the Purchaser will purchase at the Additional Closing shall be such that, together with the Ordinary Shares (whether or not represented by ADSs) the Purchaser has acquired, will result in the Purchaser holding 8% of the Company’s total outstanding Ordinary Shares upon the Additional Closing. (iii) The Additional Closing and the Initial Closing are referred to herein collectively as the “Closings” and individually a “Closing.” The date and time of the Second Additional Closing are each referred to herein as the “Additional Closing Date.” The Additional Closing Date and the Initial Closing Date are referred to herein collectively as the “Closing Dates” and individually as a “Closing Date.” For Closing”, and, whenever the avoidance of doubt and solely for the purpose of shareholding calculation context requires, each reference in this Subsection 1.2(b), Agreement to “the Company’s total outstanding Ordinary Shares Additional Closing” or words of like import shall exclude Ordinary Shares issuable upon the exercise of outstanding stock options after mean and be a reference to “the applicable date Additional Closing.”” (b) Section 1(d) of calculation.the Purchase Agreement is hereby deleted in its entirety and amended and restated as follows:

Additional Closing. Subject to Section 1.3, if the Company grants the underwriters an over-allotment option to purchase additional ADSs representing Ordinary Shares (the “Optional Shares”), then: (i) if Between the underwriters 180th day and the 190th day following the Closing Date, each of the Purchasers and the Company shall have the right to deliver a written notice to the other (the "Additional Financing Notice") requiring such other party to either sell or buy (severally and not jointly), as the case may be, the Additional Securities for the Additional Financing Amount indicated therein. At the Additional Closing (as defined herein) each Purchaser shall, severally and not jointly, purchase any (subject to the terms and conditions herein) such Optional Sharesportion of Additional Securities as equals such Purchaser's pro-rata portion of the Initial Securities issued and sold at the Closing. The closing of the purchase and sale of the Additional Securities (the "Additional Closing") shall take place at the offices of Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇,▇▇▇0 Avenue of the Americas, andNew ▇▇▇▇, solely ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ the fifth (5th) Business Day after the Additional Financing Notice is delivered by the Purchasers or the Company, as a result the case may be, or on such other date as otherwise agreed to by the parties hereto provided, that in no case shall the Additional Closing take place unless and until all of (x) the issuance conditions listed in Section 5 of ADSs this letter shall have been satisfied by the Company in or waived by the Offering in excess of 9,000,000 ADSs; or Purchasers (y) the issuance of the Optional Shares (the “Greenshoe Offering”); or (z) a combination of (x) and (y), the Purchaser’s shareholding of the Company’s total outstanding Ordinary Shares will be below 8% of the Company’s total outstanding Ordinary Shares upon the closing of the Greenshoe Offering, then the additional closing (the “Additional Closing”) of the sale and purchase of additional Ordinary Shares pursuant to Section 1.1 shall take place concurrently with the closing of the Greenshoe Offering at the same office for the closing of the Greenshoe Offering or at such other place as the Company and the it being understood that each Purchaser may mutually agreeelect to waive or enforce such conditions in its own discretion). The Company shall promptly issue a notice to the Purchaser if the underwriters exercise the over-allotment option, and the Purchaser shall promptly issue a notice to the Company with respect to the Purchaser’s shareholding in the Company. The total number of additional Ordinary Shares that the Purchaser will purchase at the Additional Closing shall be such that, together with the Ordinary Shares (whether or not represented by ADSs) the Purchaser has acquired, will result in the Purchaser holding 8% of the Company’s total outstanding Ordinary Shares upon the Additional Closing. (ii) if the underwriters do not exercise such option, and, solely as a result of the issuance of ADSs by the Company in the Offering in excess of 9,000,000 ADSs, the Purchaser’s shareholding of the Company’s total outstanding Ordinary Shares will be below 8% of the Company’s total outstanding Ordinary Shares on the 30th day following the Initial Closing, then the Additional Closing of the sale and purchase of the Ordinary Shares pursuant to Section 1.1 shall take place on such 30th day following the Initial Closing at the same office for the Initial Closing or at such other place as the Company and the Purchaser may mutually agree. The Purchaser shall issue a notice to the Company with respect to the Purchaser’s shareholding in the Company as of such 30th day following the Initial Closing. The total number of additional Ordinary Shares that the Purchaser will purchase at the Additional Closing shall be such that, together with the Ordinary Shares (whether or not represented by ADSs) the Purchaser has acquired, will result in the Purchaser holding 8% of the Company’s total outstanding Ordinary Shares upon the Additional Closing. (iii) The Additional Closing and the Initial Closing are referred to herein collectively as the “Closings” and individually a “Closing.” The date and time of the Additional Closing are is hereinafter referred to herein as the “"Additional Closing Date.” The " Notwithstanding anything to the contrary contained in this letter, each Purchaser may, prior to the Additional Closing Date and Date, designate an Affiliate thereof to acquire all or any portion of the Initial Closing Date are referred Additional Securities to herein collectively as be sold on the “Closing Dates” and individually as a “Additional Closing Date.” For the avoidance of doubt and solely for the purpose of shareholding calculation in this Subsection 1.2(b), the Company’s total outstanding Ordinary Shares shall exclude Ordinary Shares issuable upon the exercise of outstanding stock options after the applicable date of calculation.

Additional Closing. Subject The obligation of each Buyer hereunder to Section 1.3purchase the Additional Notes at the Additional Closing is subject to the satisfaction, if at or before the Additional Closing Date, of each of the following conditions, provided that, other than with respect to deliverables to the Placement Agent pursuant to paragraph 7(b)(ii) hereof, these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company grants the underwriters an over-allotment option to purchase additional ADSs representing Ordinary Shares (the “Optional Shares”), thenwith prior written notice thereof: (i) if The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the underwriters purchase any such Optional Shares, and, solely as following documents to which it is a result party: (A) each of the Transaction Documents and (xB) the issuance of ADSs by the Company Additional Notes (allocated in the Offering in excess of 9,000,000 ADSs; or (y) the issuance of the Optional Shares (the “Greenshoe Offering”); or (z) a combination of (x) and (ysuch principal amounts as such Buyer shall request), being purchased by such Buyer at the Purchaser’s shareholding of the Company’s total outstanding Ordinary Shares will be below 8% of the Company’s total outstanding Ordinary Shares upon the closing of the Greenshoe Offering, then the additional closing (the “Additional Closing”) of the sale and purchase of additional Ordinary Shares Closing pursuant to Section 1.1 shall take place concurrently with the closing of the Greenshoe Offering at the same office for the closing of the Greenshoe Offering or at such other place as the Company and the Purchaser may mutually agree. The Company shall promptly issue a notice to the Purchaser if the underwriters exercise the over-allotment option, and the Purchaser shall promptly issue a notice to the Company with respect to the Purchaser’s shareholding in the Company. The total number of additional Ordinary Shares that the Purchaser will purchase at the Additional Closing shall be such that, together with the Ordinary Shares (whether or not represented by ADSs) the Purchaser has acquired, will result in the Purchaser holding 8% of the Company’s total outstanding Ordinary Shares upon the Additional Closingthis Agreement. (ii) if Such Buyer and the underwriters do not exercise such option, and, solely as a result Placement Agent shall have received the opinion of the issuance of ADSs by the Company in the Offering in excess of 9,000,000 ADSs▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, the Purchaser’s shareholding Company's outside counsel, dated as of the Company’s total outstanding Ordinary Shares will be below 8% of the Company’s total outstanding Ordinary Shares on the 30th day following the Initial Closing, then the Additional Closing Date, in substantially the form of the sale and purchase of the Ordinary Shares pursuant to Section 1.1 shall take place on such 30th day following the Initial Closing at the same office for the Initial Closing or at such other place as the Company and the Purchaser may mutually agree. The Purchaser shall issue a notice to the Company with respect to the Purchaser’s shareholding in the Company as of such 30th day following the Initial Closing. The total number of additional Ordinary Shares that the Purchaser will purchase at the Additional Closing shall be such that, together with the Ordinary Shares (whether or not represented by ADSs) the Purchaser has acquired, will result in the Purchaser holding 8% of the Company’s total outstanding Ordinary Shares upon the Additional ClosingExhibit G attached hereto. (iii) The Additional Closing Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Initial Closing are referred Company's transfer agent. (iv) The Company shall have delivered to herein collectively such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as the “Closings” and individually of a “Closing.” The date and time within ten (10) days of the Additional Closing are referred Date. (v) The Company shall have delivered to herein such Buyer a certificate evidencing the Company's and each of its Subsidiaries' qualification as a foreign corporation and good standing issued by the “Secretary of State (or comparable office) of each jurisdiction in which the Company and its Subsidiaries conduct business, as of a date within ten (10) days of the Additional Closing Date.” (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its Subsidiaries as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) days of the Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at the Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall be true and correct as of the date when made and as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Initial Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Additional Closing Date are referred Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Additional Closing Date, to herein collectively the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the “Closing Dates” and individually form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a “letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days of the Additional Closing Date.” For (x) The Company shall have delivered to each Buyer the avoidance Lock Up Agreements set forth in Schedule 7(a)(x) and the terms of doubt each such Lock Up Agreement shall have been complied with in all respects. (xi) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and solely (II) shall not have been suspended, as of the Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the purpose sale of shareholding calculation in this Subsection 1.2(b), the Securities. (xiii) Each of the Company’s total outstanding Ordinary Shares 's Subsidiaries shall exclude Ordinary Shares issuable upon have executed and delivered to such Buyer the exercise Guarantee Agreement. (xiv) The Collateral Agent shall have received certified copies of outstanding request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral, and the results of searches for any tax lien and judgment lien filed against such person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such liens. (xv) The Collateral Agent shall have received the Security Agreement, duly executed by the Company and each of its Subsidiaries, together with (A) the original stock options after certificates representing all of the applicable date equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of calculationtransfer and (B) any copyright, patent and trademark agreements required by the terms of the Security Agreement. (xvi) The Initial Closing shall have been completed. (xvii) There shall have been no Equity Conditions Failure (as defined in the Notes) as of the Additional Closing Date. (xviii) The Stockholder Approval shall have been obtained prior to the Additional Closing Date. (xix) One or more Registration Statements (as defined in the Registration Rights Agreement) covering all of the Registrable Securities (as defined in the Registration Rights Agreement) pursuant the Registration Rights Agreement shall have been declared effective by the SEC prior to the Additional Closing Date. (xx) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing. Subject to Section 1.3, if In the event an Investment (as defined in the form of Notes) by the Company grants or any wholly-owned Subsidiary of the underwriters Company that is a Guarantor has been identified by the Company and the Designee that will be funded, in whole or in part, through the purchase of Notes pursuant to the terms and conditions set forth in this Agreement (such Investment, an over-allotment option to purchase additional ADSs representing Ordinary Shares (the “Optional SharesApproved Investment”), then: the Designee may, in its sole and absolute discretion, elect to purchase and allocate among one or more of its Affiliates, each of which shall then become a “Buyer” hereunder pursuant to Section 9(g), subject to the satisfaction (ior waiver) if of the underwriters purchase conditions set forth in Section 7(c) below, on one or more occasions (each an “Additional Closing” and together with the Initial Closing and the Series B Warrant Closing, each a “Closing”), and the Company will then be required to issue and sell to such Buyer, subject to the satisfaction (or waiver) of the conditions set forth in Section 6(c) below, on one or more Additional Closing Date(s) (as defined below), Notes in an aggregate principal amount as is requested by the Designee, which principal amount for all Buyers in any such Optional Shares, and, solely as a result Additional Closings shall not exceed the lower of (x) the issuance amount of ADSs by the Company in the Offering in excess of 9,000,000 ADSs; or applicable Approved Investment and (y) $365,000,000, together with any other Notes purchased by Buyers prior to the issuance applicable date of the Optional Shares determination (the “Greenshoe Offering”); or (z) a combination lesser of (x) and (y), the Purchaser’s shareholding “Maximum Amount”). The Designee shall, in its sole and absolute discretion, determine how to allocate the principal amount of Notes to be purchased at any Additional Closing among one or more of its Affiliates, each of which shall then become a “Buyer” hereunder pursuant to Section 9(g), as long as the aggregate principal amount of such Notes shall not exceed the Maximum Amount. In the process of identifying an Approved Investment, the Company shall (i) unless an Affiliate of the Designee then serves as a director or observer on the Company’s total outstanding Ordinary Shares will be below 8% Board of the Company’s total outstanding Ordinary Shares upon the closing of the Greenshoe Offering, then the additional closing Directors (the “Additional ClosingBoard”), notify the Designee in writing of a prospective Approved Investment at least thirty (30) days prior to entering into definitive agreements with respect to such Approved Investment, (ii) offer the Designee or any of its Affiliates to sign a confidentiality agreement in a form and substance that is reasonably acceptable to such parties in order to enable the sale and purchase Designee or any of additional Ordinary Shares pursuant its Affiliates to Section 1.1 shall take place concurrently with assist in the closing due diligence process of the Greenshoe Offering at the same office for the closing of the Greenshoe Offering or at such other place as the Company and the Purchaser may mutually agree. The Company shall promptly issue a notice to the Purchaser if the underwriters exercise the over-allotment option, and the Purchaser shall promptly issue a notice to the Company with respect to the Purchaser’s shareholding in the Company. The total number of additional Ordinary Shares that the Purchaser will purchase at the Additional Closing shall be such that, together Approved Investment and (iii) consult with the Ordinary Shares (whether or not represented by ADSs) the Purchaser has acquired, will result Designee in the Purchaser holding 8% of the Company’s total outstanding Ordinary Shares upon the Additional Closing. (ii) if the underwriters do not exercise such option, and, solely as a result of the issuance of ADSs by the Company in the Offering in excess of 9,000,000 ADSs, the Purchaser’s shareholding of the Company’s total outstanding Ordinary Shares will be below 8% of the Company’s total outstanding Ordinary Shares on the 30th day following the Initial Closing, then the Additional Closing of the sale and purchase of the Ordinary Shares pursuant to Section 1.1 shall take place on such 30th day following the Initial Closing at the same office for the Initial Closing or at such other place as the Company and the Purchaser may mutually agree. The Purchaser shall issue a notice to the Company good faith while conducting due diligence with respect to such Approved Investment. The Company shall cooperate with the Purchaser’s shareholding Designee in good faith in electing whether to propose any potential investment to the Designee to be an Approved Investment. In addition to potential investments proposed as Approved Investments, the Company shall be required to present to the Designee any Investment that, alone or in a series of related transactions, exceeds $100,000,000, such that the Designee shall have the right to designate any such Investment as an Approved Investment (notwithstanding anything to the contrary in the Company as of such 30th day following the Initial Closing. The total number of additional Ordinary Shares that the Purchaser will purchase at the Additional Closing shall be such that, together with the Ordinary Shares (whether or not represented by ADSs) the Purchaser has acquired, will result in the Purchaser holding 8% of the Company’s total outstanding Ordinary Shares upon the Additional Closingdefinition thereof). (iii) The Additional Closing and the Initial Closing are referred to herein collectively as the “Closings” and individually a “Closing.” The date and time of the Additional Closing are referred to herein as the “Additional Closing Date.” The Additional Closing Date and the Initial Closing Date are referred to herein collectively as the “Closing Dates” and individually as a “Closing Date.” For the avoidance of doubt and solely for the purpose of shareholding calculation in this Subsection 1.2(b), the Company’s total outstanding Ordinary Shares shall exclude Ordinary Shares issuable upon the exercise of outstanding stock options after the applicable date of calculation.