Common use of Closing Clause in Contracts

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of $[_______] of Shares set forth under and Warrants as determined pursuant to Section 2.2(a). Unless otherwise directed by the heading “Subscription Amount” on the Placement Agent, each Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and Warrants (as applicable to such Purchaser) as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of the Closing documentationPlacement Agent Counsel or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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 Ordinary Shares to any Person and that any such decision to sell any shares of Common Stock Ordinary Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any. Notwithstanding anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other Ordinary Shares owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of [9.99]% of the then issued and outstanding aggregate number of Ordinary Shares and Class B ordinary shares of the Company outstanding at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent 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. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph. 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.

Closing. (a) On the each Closing 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 heretohereto with respect to such Closing, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $30 million (the number “Maximum Amount”) of Securities; provided, however, that (a) the Company and the Placement Agent will not hold an initial Closing (the “Initial Closing”), unless and until a minimum of $4 million (the “Minimum Amount”) in subscriptions have been received and all of such funds are being held, in escrow. The Purchasers acknowledge that additional closings (each an “Additional Closing”) with the same or additional purchasers may occur to achieve the Maximum Amount on the same terms provided herein, other than possibly a different Per Unit Purchase Price, until the Termination Date. A Purchaser in its sole discretion, may elect to purchase Pre-Funded Warrants in lieu of Shares set forth under in such manner to result in the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Pricesame aggregate purchase price being paid by such Purchaser less $0.0001 per Pre-Funded Warrant. Each PurchasePurchaser shall deliver to the escrow account identified in the subscription documents, via wire transfer, in immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with Purchaser, and on the Company or its designee. The applicable Closing Date and upon payment of funds from the escrow account, the Company shall deliver to each Purchaser its respective Shares Securities, as determined pursuant to Section 2.2(a)2.2.1, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 2.2.1 and Section 2.2.2, respectively, deliverable at the applicable Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 2.3.1 and 2.32.3.2, the applicable Closing shall take place occur at the offices of counsel to the Placement Agent or such other location (or remotely by electronic transfer of means) as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) 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, through and including the time immediately prior to the applicable Closing (the “Pre-Settlement Period”), if such Purchaser sells to any Person all, or any portion, of the Securities any Shares and associated Common Warrants or Pre-Funded Warrants and associated Common Warrants to be issued hereunder to such Purchaser at the applicable Closing (collectively, the “Pre-Settlement Securities”), 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, purchase such Pre-Settlement Securities to such Purchaser at the applicable Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount purchase price for such Pre-Settlement Securities hereunder; , and provided further that the Company hereby acknowledges and agrees that the forgoing foregoing shall not constitute a representation or covenant by such Purchaser as to whether or not such Purchaser will elect to sell any Pre-Settlement Securities during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The decision to sell any shares Pre-Settlement Securities will be made in the sole discretion of Common Stock by such Purchaser shall solely be made at from time to time, including during the time such Purchaser elects to effect any such sale, if anyPre-Settlement Period.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of $7,000,005.01 of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceand Warrants. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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. 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, 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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 anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other shares of Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.9% of the then issued and outstanding Common Stock outstanding at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent 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. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph. 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 the 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, provided that payment of the aggregate Exercise Price (as defined in the Warrants) (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.

Closing. (a) On The consummation of the Closing Date, upon transactions contemplated by this Agreement (the terms and subject to “Closing”) shall take place electronically on the conditions set forth herein, substantially concurrent date hereof simultaneously with the execution and delivery of this Agreement by the parties hereto(such date, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 (or its clearing firm) by wire transfer to the Company”). (b) Notwithstanding anything herein At the Closing, the Sellers shall deliver (or cause to be delivered) to Purchaser: (i) stock transfer forms, duly executed by the registered holders of the Shares in favor of Purchaser or its nominee(s), pursuant to which the Shares are, subject to stamping by Her Majesty’s Revenue & Customs (“HMRC”), transferred to Purchaser, together with the certificates representing the Shares (the “Share Certificates”) or, in the event that any Share Certificates are lost or destroyed, indemnities, in the agreed form, duly executed by the registered holders of such lost or destroyed Share Certificates containing a representation and warranty that such Share Certificates have been lost or destroyed and indemnifying and holding harmless Purchaser against any and all Damages arising due to any breach or inaccuracy of such representation and warranty; (ii) voting powers of attorney, in the agreed form, duly executed by each of the Sellers in relation to the contraryShares that they own; (iii) the Escrow Agreement, if at duly executed by the Sellers’ Agent; (iv) a certificate (the “Closing Consideration Certificate”) duly executed by each of the Designated Sellers, containing the aggregate amount of the Acquired Company Transaction Expenses net of any time on or after the time of execution of this Agreement VAT that is recoverable by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “PreCertified Expense Amount”); (v) the written resignations of all officers and directors of the Acquired Companies, effective as of the Closing; (vi) written acknowledgments pursuant to which each outside legal counsel and any financial advisor, accountant or other Person who performed services for or on behalf of any Acquired Company, or who is otherwise entitled to any compensation from any Acquired Company, in connection with this Agreement, any of the transactions contemplated by this Agreement or otherwise, acknowledges: (i) the total amount of fees, costs and expenses of any nature that is payable in connection with this Agreement and any of the transactions contemplated by this Agreement; and (ii) that, upon receipt of the unpaid amount referred to therein, it shall have been paid in full and is not (and will not be) owed any other amount by any Acquired Company with respect to this Agreement, the transactions contemplated by this Agreement or otherwise; (vii) the stock ledger, minute books, statutory books, articles or certificate of incorporation (in each case, complete and written up to the date of Closing) and common seal of each Acquired Company, in each case, to the extent applicable to each Acquired Company; (viii) certificates representing the capital stock of each subsidiary of the Company (or an affidavit in respect of any certificate that has been lost); (ix) a pay-Settlement Periodoff letter from Noble Venture Finance II S.A (the “Lender”) indicating the total amount due (including principal, interest and penalties, if any) (the “Noble Indebtedness”) under that certain Facility Agreement dated September 25, 2008 by and among the Company, the Lender and Zeus Technology, Inc., a Delaware corporation (“Zeus Inc.”) as Guarantor, as amended (the “Noble Facility Agreement”); (x) (A) duly completed forms MG02, in respect of that certain Debenture Over All Assets and Undertaking dated as of September 25, 2008 between the Company and the Lender; (B) a duly executed Deed of Release in favor of the Company and Zeus Inc.; and (C) a cancelled stock power in favor of Zeus Inc. in respect of the Noble Facility Agreement, in each case, in the agreed form (it being understood that the documents referred to in this clause “(x)” will be held by Sellers’ Solicitors and delivered to Purchaser upon confirmation of the payoff of the Noble Indebtedness); (xi) resolutions of the board of directors of the Company, in the agreed form, accelerating all unvested Company Options, except the Company Options described on Schedule 1.3(b)(xi); (xii) forms of instruction in the agreed form providing for the surrender and cancellation, effective as of the Closing, of the Company Options described on Schedule 1.3(b)(xii) duly executed by the holders of such Company Options (the “Company Option Cancellation Agreements”); (xiii) a written consent of the Company, as sole stockholder of Zeus Inc., in the agreed form; (xiv) resolutions of the board of directors of Zeus Inc. in the agreed form; and (xv) stock transfer forms, duly executed by the registered holders of the Non-Party Shares in favor of Purchaser or its nominee(s), pursuant to which the Non-Party Shares are, subject to stamping by Her Majesty’s Revenue & Customs (“HMRC”), such transferred to Purchaser. (c) At the Closing, Purchaser sells shall: (i) pay or cause to any Person all, or any portion, be paid to the account of the Securities Sellers’ Solicitors (who are irrevocably authorized to receive the same), for the benefit of the Sellers, the General Escrow Amount, which the Sellers’ Solicitors, on behalf of the Sellers, shall deliver or caused to be issued hereunder delivered to such Purchaser at the Closing Escrow Agent in cash as a contribution to the General Escrow Account; (collectivelyii) pay or cause to be paid to the account of the Sellers’ Solicitors (who are irrevocably authorized to receive the same), for the benefit of the Sellers, the “Pre-Settlement Securities”Special Escrow Amount, which the Sellers’ Solicitors, on behalf of the Sellers, shall deliver or caused to be delivered to the Escrow Agent in cash as a contribution to the Special Escrow Account; (iii) pay or cause to be paid to the account of the Sellers’ Solicitors (who are irrevocably authorized to receive the same), such Purchaser shallfor the benefit of the Sellers: (A) certain advisory fees of the Sellers in accordance with Schedule 1.2(c), automatically hereunder which the Sellers’ Solicitors, on behalf of the Sellers, shall deliver or caused to be delivered to the Persons whose names are listed in the column entitled “Name of Sellers’ Advisors” on Schedule 1.2(c); and (without any additional required actions by such Purchaser or B) the amount of the Noble Indebtedness in accordance with Schedule 1.2(c) which the Sellers’ Solicitors, on behalf of the Company, shall deliver or cause to be delivered to the Lender (it being acknowledged and agreed that, to the extent that the amount of the Noble Indebtedness on the date of repayment is less than the amount withheld in accordance with Section 1.2(c) in respect of the Noble Indebtedness, the Sellers’ Solicitors shall distribute the balance of the funds withheld to the Sellers and the Cash Cancel Sellers in the same proportion as the amounts were withheld); (iv) pay or cause to be paid to the Company (including through appropriate book entries) the amounts set forth on Schedule 1.2A in the columns entitled “Exercise Price for Company Options and Company Warrants Exercised at Closing” and “Option Tax” and the amounts set forth on Schedule 1.2B in the column entitled “Option Tax”; (v) pay or cause to be paid to the R&W Insurer (and/or its agents, as required) the Insurance Premium; (vi) pay or cause to be paid to the account of the Sellers’ Solicitors (who are irrevocably authorized to receive the same): (A) for the benefit of (and for distribution by the Sellers’ Solicitors to) the Sellers and the Cash Cancel Sellers, by wire transfer of same day available funds, an amount in cash, without interest, equal to the aggregate of the amounts set forth on Schedule 1.2A and Schedule 1.2B in the columns entitled “Net Purchase Price/Closing Payment” owed to each of the Sellers and the Cash Cancel Sellers; and (B) for the benefit of (and for distribution by the Sellers’ Solicitors to) the Non-Party Shareholder, by wire transfer of same day available funds, $460.09, in cash, without interest. (vii) cause to be delivered to the Sellers’ Agent the Escrow Agreement, duly executed by Purchaser. The parties agree that Purchaser shall be deemed to be unconditionally bound have satisfied its obligations under clause “(i),” “(ii),” “(iii)” and “(vi)” of the immediately preceding sentence if Purchaser delivers to purchasethe Sellers’ Agent evidence of a federal funds wire number evidencing the wire transfers referred to in such clauses (and such wire transfers are ultimately received by the intended recipients as described in such clauses). All payments and other actions under this Section 1.3, and all documents to be executed and delivered by the Company parties pursuant to this Section 1.3, shall be deemed unconditionally bound to sellhave been made, such Pre-Settlement Securities to such Purchaser at the Closing; providedtaken, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities hereunder; executed 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 anydelivered simultaneously.

Closing. (a) On The closing of the Closing Datepurchase, upon sale and/or issuance of Backstop Securities hereunder (the terms and subject to the conditions set forth herein“Closing”) will occur at 10:00 a.m., substantially concurrent with the execution and delivery of this Agreement New York City time (or such other time as is mutually agreed by the parties heretoCompany and the Required Backstop Parties), on the Effective Date. At the Closing, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company Debtors shall deliver to each Purchaser its respective Shares as determined Backstop Party (i) a statement from the Company or the New Convertible Notes Indenture Trustee reflecting the total principal amount of Backstop Commitment Securities and (if applicable) Default Securities purchased by such Backstop Party, (ii) a statement from the Company or the transfer agent for the New Common Stock reflecting the book-entry position of the Put Option Securities issued to such Backstop Party, and (iii) such certificates, counterparts to agreements, documents or instruments required to be delivered by such Debtor to such Backstop Party pursuant to Section 2.2(a)7.1 hereof. The agreements, instruments, certificates and other documents to be delivered on the Effective Date by or on behalf of the Debtors will be delivered to the Backstop Parties at the offices of Stroock & Stroock & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or to such other location as is mutually agreed by the Company and each Purchaser shall deliver the other items set forth 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 (or its clearing firm) by wire transfer to the Company)Required Backstop Parties. (b) Notwithstanding anything herein All Backstop Securities will be delivered free and clear of any and all Encumbrances with any and all issue, stamp, transfer or similar Taxes or duties payable in connection with such delivery duly paid by the Debtors. (c) Anything in this Agreement to the contrarycontrary notwithstanding (but without limiting the provisions of Section 13.1 hereof), if at any time on Backstop Party, in its sole discretion, may designate that some or after all of the time Backstop Securities be issued in the name of, and delivered to, one or more of execution of this Agreement its Affiliates that (in any such case) is a Qualified Institutional Buyer. Any such designation shall be made by a Backstop Party by delivering written notice thereof to the Company and an applicable Purchaser, through, and including the time immediately no less than two (2) Business Days prior to the Closing Effective Date, which notice shall (i) specify the “Pre-Settlement Period”)name of each such Affiliate, (ii) specify the amount of Backstop Securities that should be issued or delivered to each such Purchaser sells to any Person allAffiliate, or any portion, and (iii) contain a certification from each such Affiliate of the Securities to be issued hereunder accuracy of the representations and warranties made by each Backstop Party in Section 4 hereof as applied to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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 anyAffiliate.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number of Shares set forth under and the heading “Subscription Amount” on the corresponding Warrants subscribed for by such Purchaser’s signature page hereto at the Per Share Purchase Price. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur remotely by electronic transfer via the exchange of documents and signatures or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities to such Purchaser Shares at the Closing; provided, provided that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities Shares hereunder; and provided 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-Pre- Settlement Period such Purchaser shall sell any shares of Common Stock Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any. Unless otherwise directed by the Placement Agent, as soon as reasonably practicable after the Closing Date, the Warrants shall be issued to each Purchaser in originally signed form.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$[_] of Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 (or its clearing firmfirms) by wire transfer to the Company). (b) . 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”), if such Purchaser sells to any Person all, or any portion, of the Securities any Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The decision to sell any shares Pre-Settlement Shares will be made in the sole discretion of Common Stock by such Purchaser shall solely be made at from time to time, including during the time such Purchaser elects to effect any such sale, if anyPre-Settlement Period.

Closing. (a) On the Closing 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 agrees to sell, and the Purchaserseach Purchaser, severally and not jointly, agree agrees to purchase, (i) the number of Ordinary Shares represented by ADSs set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto hereto, at the Per Share ADS Purchase Price, and (ii) Ordinary Warrants exercisable for ADSs as calculated pursuant to Section 2.2(a). Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” Payment (“DVP”) settlement with the Company or its designeedesignees. The Company shall deliver to each Purchaser its respective Shares and Warrants as determined pursuant to Section 2.2(a2.3(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur remotely by electronic transfer via the exchange of documents and signatures or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement AgentFinancial Advisor, settlement of the Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent Depositary directly to the account(s) at the Placement Agent Financial Advisor identified by each Purchaser; upon receipt of such Shares, the Placement Agent Financial Advisor shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent Financial Advisor (or its clearing firm) by wire transfer to the Company). Unless otherwise directed by the Financial Advisor, the Warrants shall be issued to each Purchaser in originally signed form. (b) 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, Purchaser through, and including the time immediately prior to to, the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the any Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), such Purchaser 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser Person prior to the Company’s receipt of the Subscription Amount purchase price for such Pre-Settlement Securities hereunder; and provided further provided, further, that the Company hereby acknowledges and agrees (i) that the forgoing foregoing shall not constitute a representation or covenant by such Purchaser as to whether or not such Purchaser will elect to sell any Pre-Settlement Securities during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and (ii) that any such decision to sell any shares of Common Stock Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price[*] Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with paid to the Company or its designeeat Closing. The On the Closing Date, the Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)Shares, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable 2.3 at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 2.3 and 2.32.4, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 to be unconditionally bound to sell, such Pre-Settlement Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities Shares hereunder; and provided further 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 Ordinary Shares to any Person and that any such decision to sell any shares of Common Stock Ordinary Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Closing. (a) On the Closing 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 agrees to issue and sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$35,000,000 of Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), ) and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of the Closing documentationPlacement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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”), if such Purchaser sells to any Person all, or any portion, of the Securities any Ordinary Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The decision to sell any shares Ordinary Shares will be made in the sole discretion of Common Stock by such Purchaser shall solely be made at from time to time, including during the time such Purchaser elects to effect any such sale, if anyPre-Settlement Period.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$[●] of Units as determined pursuant to Section 2.2(a). Each PurchasePurchaser’s Subscription Amount and amount of Securities being purchased hereunder as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)Securities, and the Company and each Purchaser shall deliver the other items set forth 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. Unless otherwise directed by the Placement AgentEach Purchaser acknowledges that, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on concurrently with the Closing Dateand pursuant to the Prospectus, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly may sell up 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 additional Units to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer purchasers not party to the Company). (b) this Agreement. 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, 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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. Unless otherwise directed by the Placement Agent, settlement of the Securities shall occur via DVP (i.e., on the Closing Date, the Company shall issue the Securities 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 Securities, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding anything herein to the contrary, (i) in no event shall the number of shares of Common Stock being purchased by the Purchasers hereunder, together with any shares of Common Stock being purchased by the Purchasers’ Affiliates and any other Person whose beneficial ownership of the Common Stock would or could be aggregated with the Purchasers’ for purposes of Section 13(d) of the Exchange Act under other purchase agreements being entered into substantially contemporaneously with this Agreement, exceed 4.99% of the number of shares of Common Stock of the Company outstanding immediately after giving effect to the transaction contemplated hereby, (ii) in no event shall the number of shares of Common Stock and Warrant Shares being purchased by the Purchasers hereunder and by any other purchaser substantially contemporaneously with, or in a transaction related to, the transaction contemplated by this Agreement, exceed 9.99% of the number of shares of Common Stock outstanding immediately before giving effect to the transactions contemplated hereby or thereby (deeming any Warrant Shares as Common Stock for purposes of this clause (ii)), and (iii) to the extent either of the limitations in (i) or (ii) would be exceeded, the Subscription Price and the Securities to be purchased hereunder shall be deemed to be automatically reduced so as to result in compliance with such limitations.

Closing. (a) On the Closing Date, upon 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 agrees to sell, and the Purchaserseach Purchaser agrees, severally and not jointly, agree to purchase, the number of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Closing a Note having a principal amount equal to the Initial Principal Amount applicable to such Purchaser, as set forth on Schedule I and the signature page hereto executed by Warrants as set forth on Schedule I. At the Closing, such Purchaser shall be made deliver to the Company, via wire transfer to an account designated by the Company, immediately available for “Delivery Versus Payment” settlement with Dollars equal to such Purchaser’s Subscription Amount, and the Company or its designee. The Company shall deliver to each such Purchaser its respective Shares Notes and Warrants, as determined pursuant to set forth in Section 2.2(a2.3(a), and the Company and each such Purchaser shall deliver to each other the other items set forth in Section 2.2 2.3 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 2.3 and 2.32.4 for Closing, the such Closing shall take place occur remotely by electronic transfer exchange of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) Notwithstanding anything herein to the contrary, if at any time on or after the time Closing Date does not occur within five (5) Business Days of execution of the date hereof, this Agreement shall terminate and be null and void. It is the parties’ intention that all the transactions described in the preamble to this Agreement close simultaneously; to this end, the parties agree that their counsel may, among other things, hold documents in escrow pending the closing of the other transactions under the Transaction Documents. If all of the transactions contemplated by the Company Transaction Documents do not close as contemplated hereby and an applicable thereby on their unamended and unwaived terms unless approved by each Purchaser then each Purchaser, throughat its sole option and in its sole discretion, and including the time immediately prior may terminate this Agreement on notice to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the Securities to be issued hereunder Company with respect to such Purchaser at the Closing (collectivelyPurchaser. In such event, the “Pre-Settlement Securities”), 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 obligated to sellfulfill its covenants hereunder, such Pre-Settlement Securities including, without limitation, its indemnification obligations and obligation to such Purchaser at pay Purchaser’ fees and expenses, which by their terms survive the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt termination of the Subscription Amount for such Pre-Settlement Securities 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 anythis Agreement.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree Purchaser agrees to purchase, the number up to an aggregate of $200,000 of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designeeand Warrants. The Company shall deliver to each the Purchaser its respective the Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each the Purchaser shall deliver the other items set forth 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 offices of Company Counsel or such Shares, other location as the Placement Agent parties shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (b) mutually agree. 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 the Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such the Purchaser sells to any Person all, or any portion, of the Securities Shares to be issued hereunder to such the Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), such the Purchaser shall, automatically hereunder (without any additional required actions by such the 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 Securities Shares to such the Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such the Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such the Purchaser as to whether or not during the Pre-Settlement Period such the 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 the Purchaser shall solely be made at the time such the Purchaser elects to effect any such sale, if any.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price23,800,000 Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with paid to the Company or its designeeat Closing. The On the Closing Date, the Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 documentationShares. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 to be unconditionally bound to sell, such Pre-Settlement Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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 Ordinary Shares to any Person and that any such decision to sell any shares of Common Stock Ordinary Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of $50,000,000 of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceand Warrants. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement through the Placement Agent with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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. Unless otherwise directed by the Placement Agent, settlement of the Shares Securities shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 SharesSecurities, the Placement Agent shall promptly electronically deliver such Shares Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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, purchase such Pre-Settlement Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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 Ordinary Shares to any Person and that any such decision to sell any shares of Common Stock Ordinary Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any. Notwithstanding anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other Ordinary Shares owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.99% of the then issued and outstanding Ordinary Shares outstanding at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent 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. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph. In the event that the Closing does not occur within two Business Days after the Closing Date, the Company shall promptly (but not later than one Business Day thereafter) return the previously wired amounts to each respective Purchaser by wire transfer of United States dollars in immediately available funds to the account specified by each Purchaser, and any book entries for the Shares shall be deemed cancelled.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number an aggregate of $40.0 million of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceand Warrants. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” direct settlement with the Company or its designeeCompany. The Company shall deliver to each Purchaser its respective Shares and Warrants, as determined pursuant to Section 2.2(a), ) and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of Company Counsel or such other location (including remotely by electronic transfer of transmission) as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on On the 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 Purchaser against payment therefor shall be made by the Placement Agent (or its clearing firm) each Purchaser by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree Purchaser agrees to purchase, the number up to an aggregate of $450,000 of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designeeand Warrants. The Company shall deliver to each the Purchaser its respective the Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each the Purchaser shall deliver the other items set forth 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 offices of Company Counsel or such Shares, other location as the Placement Agent parties shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (b) mutually agree. 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 the Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such the Purchaser sells to any Person all, or any portion, of the Securities Shares to be issued hereunder to such the Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), such the Purchaser shall, automatically hereunder (without any additional required actions by such the 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 Securities Shares to such the Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such the Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such the Purchaser as to whether or not during the Pre-Settlement Period such the 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 the Purchaser shall solely be made at the time such the Purchaser elects to effect any such sale, if any.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price13,800,000 of Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with paid to the Company or its designeeat Closing. The On the Closing Date, the Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)Shares, and the Company and each Purchaser shall deliver the other items set forth 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 to be unconditionally bound to sell, such Pre-Settlement Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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 Ordinary Shares to any Person and that any such decision to sell any shares of Common Stock Ordinary Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number an aggregate of $[ ] of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceand Warrants. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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. Unless otherwise directed by the Placement AgentAgents, settlement of the Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the 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 Agents identified by each Purchaser; upon receipt of such Shares, the Placement Agent Agents shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent Agents (or its clearing firm) by wire transfer to the Company). (b) 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number of Shares ADSs set forth under the heading “Subscription AmountADSs” on the such Purchaser’s signature page hereto hereto, at the Per Share ADS Purchase Price. Each PurchasePrice and in an aggregate amount equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designeeAmount. The Company shall deliver provide the Placement Agent and/or the Purchaser with its wire instructions in writing at least one Business Day prior to each Purchaser its respective Shares as determined pursuant the Closing Date. Prior to Section 2.2(a)the Closing Date, and the Company and each Purchaser shall deliver the Subscription Amount by wire transfer of immediately available funds in U.S. dollars to the bank account designated by the Placement Agent, in which case the Placement Agent shall disburse the funds received from the Purchasers to the Company and any other items set forth applicable payees in Section 2.2 deliverable at accordance with a duly executed flow of funds memorandum for 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the Closing Date, the Company shall issue and deposit the Shares registered in ADSs with the Purchasers’ names Depositary, and addresses thereafter direct and released procure the Depositary to deliver the number of ADSs fully paid for by the Transfer Agent directly Purchaser to the account(s) at the Placement Agent identified by each Purchaser; upon . Upon receipt of such SharesADSs, the Placement Agent shall promptly electronically deliver such Shares ADSs to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (b) . 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, Purchaser through, and including the time immediately prior to to, the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the Securities any ADSs to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesADSs”), such Purchaser 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 Securities ADSs to such Purchaser Person at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities ADS to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities ADSs hereunder; and provided further provided, further, that the Company hereby acknowledges and agrees that the forgoing foregoing shall not constitute a representation or covenant by such Purchaser as to whether or not such Purchaser will elect to sell any Pre-Settlement ADSs during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The decision to sell any shares ADS will be made in the sole discretion of Common Stock by such Purchaser shall solely be made at from time to time, including during the time such Purchaser elects to effect any such sale, if anyPre-Settlement Period.

Closing. (a) On the Closing 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 agrees to sell, and the Purchaserseach Purchaser, severally and not jointly, agree agrees to purchase, the such number of Shares Common Units as set forth under the heading “Subscription Amount” on the such Purchaser’s signature page hereto at hereto, for an aggregate total purchase price equal to the Per Share Purchase PriceSubscription Amount set forth on such Purchaser’s signature page hereto. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and Common Warrants and the Company and each Purchaser shall deliver the other items set forth 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). . Delivery of the Common Warrants shall be made via The Depository Trust Company Deposit or Withdrawal at Custodian system (b“DWAC”) Notwithstanding anything herein to for the contrary, if at any time on or after account of 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$ of Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of ▇▇▇▇▇▇▇▇ & Worcester LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other location as the parties shall mutually agree take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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 anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other shares of Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.9% of the then issued and outstanding Common Stock outstanding at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent 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. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph.

Closing. Subject to the satisfaction or waiver of the conditions set forth in Section 6 of this Agreement, the closing of the purchase and sale of the Securities (athe “Closing”) On contemplated hereby is contingent upon the concurrent consummation of the Mergers. The Closing shall occur on the date of, and concurrently with and conditioned upon the effectiveness of the Mergers and the Purchasers will be notified of such date at least five (5) business days in advance by ▇▇▇▇▇▇▇ Partners (the “Closing Date”). The Closing shall occur remotely via exchange of documents and signatures. At the Closing, the Securities shall be issued and registered in the name of such Purchaser, or in such nominee name(s) as designated by such Purchaser, representing the number of Securities to be purchased by such Purchaser at such Closing as set forth in Exhibit A, in each case against payment to the Company of the purchase price therefor in full by (i) wire transfer to the Company of immediately available funds, at or prior to the Closing, in accordance with wire instructions provided by the Company to the Purchasers at least one business day prior to the Closing Date, upon to an account to be designated by the terms and subject Company (which shall not be an escrow account), (ii) by exchange of indebtedness or other convertible securities of the Company (including any convertible promissory notes issued by the Target Company on or after the date hereof) to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Amount as set forth on the signature page hereto executed by such (in which case a Purchaser shall be deemed to have made available for “Delivery Versus Payment” settlement a payment in the amount of the principal amount of the exchanged indebtedness, plus all accrued interest thereon and, in the case of convertible indebtedness, such exchange shall be deemed to have occurred in connection with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(aMergers), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closingor (iii) by any combination of such methods. 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on On the Closing Date, the Company shall will issue the Shares registered Securities in book-entry form, free and clear of all liens and restrictive and other legends (except as expressly provided in Section 4.11 hereof) and shall promptly thereafter provide evidence of such issuance from the Purchasers’ names and addresses and released by the Company’s Transfer Agent directly as of the Closing Date to the account(s) at the Placement Agent identified by each Purchaser; upon receipt . Unless this Agreement has been terminated pursuant to Section 7.1. the failure of such Sharesthe Closing to occur on the expected Closing Date shall not terminate this Agreement or otherwise relieve any party of any of its obligations hereunder. If the Closing does not occur within three business days after the expected Closing Date, the Placement Agent Company shall promptly electronically deliver such Shares (but no later than one business day thereafter) return to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) each Purchaser by wire transfer of United States dollars in immediately available funds all funds previously paid by such Purchaser to the Company). (b) Company in respect of the purchase price for Securities to be purchased hereunder. Notwithstanding anything herein in this Agreement to the contrary, if at any time on or after the time of execution of this Agreement by contrary and as may be agreed to among the Company and an applicable Purchaserone or more Purchasers, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such a Purchaser sells to any Person all, or any portion, of the Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Prewire the purchase price for its purchased Securities until it confirms receipt of a book-Settlement entry statement from the Transfer Agent evidencing the issuance of the Securities to such Purchaser prior to the Company’s receipt on and as of the Subscription Amount for such Pre-Settlement Securities 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 anyClosing Date.

Closing. (a) On the Closing 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 agrees to sell, and each of the Purchasers, severally and not jointly, agree agrees to purchase, the number Unites consisting of the Shares and the corresponding Warrants subscribed for by such Purchaser as set forth under in the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Pricepages hereto. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur remotely by via the electronic transfer exchange of documents and signatures or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in the respective 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 (or its clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities to such Purchaser Shares at the Closing; provided, provided that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities Shares hereunder; and provided provided, further that the Company hereby acknowledges and agrees that the forgoing foregoing 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 Ordinary Shares to any Person and that any such decision to sell any shares of Common Stock Ordinary Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any. Unless otherwise directed by the Placement Agent, as soon as reasonably practicable after the Closing Date, the Warrants shall be issued to each Purchaser in originally signed form.

Closing. (a) On Subject to the Closing Date, upon the terms and subject to satisfaction of the conditions set forth hereinin Section V(B), substantially concurrent on or before the sixtieth (60th) day after Optionee gives Optionor Notice of the exercise of the Option, the parties shall perform as follows (the "Closing"): 1. Optionor shall deliver or cause to be delivered the following: a) The Deed to Escrow for recordation in the property records of ▇▇▇▇▇ County, with the execution and subsequent delivery of this Agreement to Optionee; b) An affidavit as required by the parties heretoForeign Investment Real Property Tax Act, Internal Revenue Code Section1445 ("FIRPTA"), to Escrow; c) An assignment, if applicable, by Optionor to Optionee of all rights to additional compensation and all rights in or to any abandoned or vacated portion of the Company agrees Property which is the subject of any condemnation proceeding; this assignment of all of Optionor's rights in and to sellany additional compensation beyond any condemnation award, and any portion of the PurchasersProperty that, severally after the Closing, is abandoned or vacated, shall be recorded in the public records, at Closing, if applicable, and not jointly, agree to purchase, the number of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Amount such obligations as set forth on in this paragraph shall survive the signature page hereto Closing indefinitely irrespective of any other limitation of liability contained herein or in law or equity.; and d) To Optionee or Title Company, as applicable, any other documents, fully executed, as are customarily executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement in the State of Nevada in connection with the Company or its designeeconveyance of real property, including all required closing statements, releases, affidavits and any other instrument that the parties may agree to in good faith; e) Exclusive possession of the Property. 2. The Company Optionee shall deliver or cause to each Purchaser its respective Shares be delivered the following: a) The Purchase Price, subject to the Prorations (as determined defined in Section V.D. below), for disbursement pursuant to Section 2.2(a)Optionor's instructions; and b) To Optionor or Title Company, and the Company and each Purchaser shall deliver the as applicable, any other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3documents, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agentfully executed, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the Closing Date, the Company shall issue the Shares registered as are customarily executed in the Purchasers’ names State of Nevada in connection with the conveyance of real property, including all required closing statements, releases, affidavits 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 (or its clearing firm) by wire transfer to the Company). (b) 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, other instrument that the Company shall not be required parties may agree to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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 anyin good faith.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree Purchaser agrees to purchase, the number (i) an aggregate of 16,500,000 Shares, (ii) Common Stock Warrants to acquire an aggregate of 48,000,000 Warrant Shares set forth under the heading “Subscription Amount” on the and (iii) Prefunded Warrants to acquire an aggregate of 7,500,000 Warrant Shares. The Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each the Purchaser its respective Shares as determined pursuant to Section 2.2(a)and Warrants, and the Company and each the Purchaser shall deliver the other items set forth 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 occur at such location as the parties shall mutually agree or take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement Settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names Purchaser’s name and addresses address and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each the Purchaser; upon receipt of such Shares, the Placement Transfer Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent Purchaser (or its clearing firm) by wire transfer to the Company). (b) . 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 the Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such the Purchaser sells to any Person all, or any portion, of the Securities Shares to be issued hereunder to such the Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), such the Purchaser shall, automatically hereunder (without any additional required actions by such the 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 Securities to such Purchaser Shares from the Company at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such the Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such the Purchaser as to whether or not during the Pre-Settlement Period such the 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 the Purchaser shall solely be made at the time such the Purchaser elects to effect any such sale, if any. Notwithstanding anything to the contrary herein, the number of Shares purchased by the Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other shares of Common Stock owned by the Purchaser (and its Affiliates) at such time, result in the Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.99% of the then issued and outstanding Common Stock outstanding at the Closing (the “Beneficial Ownership Maximum”). To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, the Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph.

Closing. (a) On the Closing Date, upon Subject to the terms and subject to the conditions set forth herein, substantially concurrent with at the execution and delivery of this Agreement by the parties heretoClosing, the Company agrees to sell, and the Purchaserseach Purchaser, severally and not jointly, agree agrees to purchase, the such number of Shares set forth under the heading “Subscription Amount” on the opposite such Purchaser’s signature page name on Annex A hereto at the Per Share Purchase Price. Each Purchase’s The aggregate purchase price to be paid by each Purchaser for the Shares purchased hereunder (the “Subscription Amount as Amount”) shall be set forth opposite such Purchaser’s name on Annex A hereto. On the signature page hereto executed by such Closing Date, each Purchaser shall be made deliver to the Company, via wire transfer of immediately available for “Delivery Versus Payment” settlement with funds, its Subscription Amount, and the Company or its designee. The Company shall deliver to each Purchaser its respective the Shares as determined issuable to such Purchaser pursuant to Section 2.2(a)this Agreement, and the Company and each Purchaser shall deliver the other items set forth 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 name 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 (Purchaser or its clearing firm) by wire transfer to nominee and delivered electronically through DWAC. The Closing shall occur remotely via the Company). (b) electronic exchange of documents and signatures. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company a Purchaser and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”)Closing, such Purchaser sells sells, assigns or otherwise transfers to any Person all, all or any portion, portion of the Securities Shares to be issued hereunder to such Purchaser at the Closing hereunder (collectively, the “Pre-Settlement SecuritiesShares”), such Purchaser shall, automatically hereunder (without any additional required actions by shall nevertheless remain obligated to purchase such Purchaser or Pre-Settlement Shares at the Company), be deemed to be unconditionally bound to purchaseClosing, and the Company shall be deemed unconditionally bound remain obligated to sell, issue such Pre-Settlement Securities Shares to such Purchaser at the Closing; provided, provided that the Company shall not be required obligated to deliver any Pre-Settlement Securities to such Purchaser prior to Shares until the Company’s receipt of the Subscription Amount Company has received payment in full for such Pre-Settlement Securities hereunder; and provided further that the Shares. The Company hereby acknowledges and agrees that the forgoing foregoing shall not constitute a representation or covenant by any Purchaser regarding whether such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall will sell any shares of Common Stock Shares prior 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 anyClosing Date.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree Purchaser agrees to purchase, the number up to an aggregate of $350,000 of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designeeand Warrants. The Company shall deliver to each the Purchaser its respective the Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each the Purchaser shall deliver the other items set forth 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 offices of Company Counsel or such Shares, other location as the Placement Agent parties shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (b) mutually agree. 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 the Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such the Purchaser sells to any Person all, or any portion, of the Securities Shares to be issued hereunder to such the Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), such the Purchaser shall, automatically hereunder (without any additional required actions by such the 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 Securities Shares to such the Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such the Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such the Purchaser as to whether or not during the Pre-Settlement Period such the 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 the Purchaser shall solely be made at the time such the Purchaser elects to effect any such sale, if any.

Closing. (a) On the Closing 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 agrees to sell, and the Purchaserseach Purchaser, severally and not jointly, agree agrees to purchase, the number of Shares Units (with each Unit comprised of one Preferred Share and one Warrant) set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto hereto, at the Per Share Unit Purchase Price. . (b) Each PurchasePurchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with Purchaser, the Company or its designee. The Company shall deliver to each Purchaser its respective Preferred Shares and Warrants as determined pursuant to Section 2.2(a2.3(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur remotely by electronic transfer via the exchange of documents and signatures or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares Securities shall occur via “Delivery Versus Payment” Payment (“DVP”) (i.e., on the Closing Date, the Company shall issue the Preferred Shares and Warrants 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 SharesSecurities, the Placement Agent shall promptly electronically deliver such Shares Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (bc) 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, Purchaser through, and including the time immediately prior to to, the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the any Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), such Purchaser 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser Person prior to the Company’s receipt of the Subscription Amount purchase price for such Pre-Settlement Securities hereunder; and provided further provided, further, that the Company hereby acknowledges and agrees (i) that the forgoing foregoing shall not constitute a representation or covenant by such Purchaser as to whether or not such Purchaser will elect to sell any Pre-Settlement Securities during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and (ii) that any such decision to sell any shares of Common Stock Pre-Settlement Securities by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Closing. (a) On the Closing 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 agrees to sell, and the Purchaserseach Purchaser, severally and not jointly, agree agrees to purchase, the number of Shares shares of Common Stock set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto hereto, at the Per Share Purchase Price. . (b) Each PurchasePurchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with Purchaser, the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a2.3(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur remotely by electronic transfer via the exchange of documents and signatures or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares Securities shall occur via “Delivery Versus Payment” Payment (“DVP”) (i.e., on the 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 SharesSecurities, the Placement Agent shall promptly electronically deliver such Shares Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (bc) 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, Purchaser through, and including the time immediately prior to to, the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the any Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), such Purchaser 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser Person prior to the Company’s receipt of the Subscription Amount purchase price for such Pre-Settlement Securities hereunder; and provided further provided, further, that the Company hereby acknowledges and agrees (i) that the forgoing foregoing shall not constitute a representation or covenant by such Purchaser as to whether or not such Purchaser will elect to sell any Pre-Settlement Securities during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and (ii) that any such decision to sell any shares of Common Stock Pre-Settlement Securities by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of $20 million of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceand Warrants. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designeedesignees. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of the Closing documentationPlacement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . Notwithstanding anything herein to the contrarycontrary herein and the Purchaser’s Subscription Amount set forth on the signature pages attached hereto, if the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other shares of Common Stock owned by such Purchaser (and its Affiliates) at any time on or after such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the time Exchange Act) in excess of execution 9.99% of this Agreement by the Company then issued and an applicable Purchaser, through, and including the time immediately prior to outstanding shares of Common Stock outstanding at the Closing (the “Pre-Settlement PeriodBeneficial Ownership Maximum”), and such Purchaser sells Purchaser’s Subscription Amount, to any Person allthe extent it would otherwise exceed the Beneficial Ownership Maximum immediately prior to the Closing, or any portion, shall be conditioned upon the issuance of the Securities to be issued hereunder to such Purchaser Shares at the Closing (collectively, to the “Pre-Settlement Securities”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or other Purchasers signatory hereto. To the Company), extent that a Purchaser’s beneficial ownership of the Common Stock would otherwise be deemed to be unconditionally bound to purchase, and exceed the Company shall be deemed unconditionally bound to sellBeneficial Ownership Maximum, such Pre-Settlement Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Purchasers’ Subscription Amount for such Pre-Settlement Securities hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser automatically be reduced as necessary in order 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 anycomply with this paragraph.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of $6,447,009 of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceand Warrants. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designeedesignees. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of the Closing documentationPlacement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . Notwithstanding anything herein to the contrarycontrary herein and the Purchaser’s Subscription Amount set forth on the signature pages attached hereto, if the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other Shares owned by such Purchaser (and its Affiliates) at any time on or after such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the time Exchange Act) in excess of execution 9.9% of this Agreement by the Company then issued and an applicable Purchaser, through, and including the time immediately prior to outstanding Shares outstanding at the Closing (the “Pre-Settlement PeriodBeneficial Ownership Maximum”), and such Purchaser sells Purchaser’s Subscription Amount, to any Person allthe extent it would otherwise exceed the Beneficial Ownership Maximum immediately prior to the Closing, or any portion, shall be conditioned upon the issuance of the Securities to be issued hereunder to such Purchaser Shares at the Closing (collectively, to the “Pre-Settlement Securities”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or other Purchasers signatory hereto. To the Company), extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to be unconditionally bound to purchase, and exceed the Company shall be deemed unconditionally bound to sellBeneficial Ownership Maximum, such Pre-Settlement Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Purchasers’ Subscription Amount for such Pre-Settlement Securities hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser automatically be reduced as necessary in order 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 anycomply with this paragraph.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per [___] Units, with each Unit consisting of one (1) Share Purchase Priceof Series B Preferred Stock and two (2) Warrants, each to purchase one (1) share of Series B Preferred Stock. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”)/“Receipt Versus Payment” (“RVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)and Warrants, and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of Blank Rome or such other location as the Closing documentationparties shall mutually agree or virtually (or remotely) in accordance with the provisions of this Agreement. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” DVP/RVP (i.e., on the 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 (or its their clearing firm) by wire transfer to the Company). , and delivery of the Warrants shall be made via The Depository Trust Company Deposit or Withdrawal at Custodian system (b“DWAC”) Notwithstanding anything herein to for the contrary, if at any time on or after account of 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of approximately $6.0 million of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceand Warrants. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designeedesignees. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of the Closing documentationPlacement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . Notwithstanding anything herein to the contrary, if at any time the election of a Purchaser in the amount set forth on or after the time of execution of this Agreement by signature page hereto, a Purchaser may elect to have an additional Subscription Amount immediately following the Company Closing and an applicable Purchaser, throughreceive additional Shares and Warrants to the extent, and including only to the time extent, that such Purchaser’s Beneficial Ownership would not exceed 9.99% of the issued and outstanding shares of Common Stock immediately prior to the initial Closing or immediately following the initial Closing or at any time (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Additional Securities”), . “Beneficial Ownership” shall have the meaning ascribed to such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or term in Section 13(d) of the Company), be deemed to be unconditionally bound to purchase, Exchange Act and the Company rules and regulations promulgated thereunder. Such closing for such additional Shares and Warrants shall be deemed unconditionally bound to sell, such Pre-Settlement Securities to such Purchaser occur by separate settlement immediately following the issuance in full of the Shares and Warrants issued at the Closing; provided, that the Company and shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior conditioned upon, and shall only occur to the Companyextent that, such Additional Securities do not cause the Purchaser’s receipt Beneficial Ownership from exceeding 9.99% of the Subscription Amount for such Pre-Settlement Securities hereunder; issued 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 outstanding shares of Common Stock immediately prior to the initial Closing or immediately following the initial Closing or at any Person time. The provisions relating to the issuance of the Additional Securities shall be construed and that implemented in a manner otherwise than in strict conformity with such proviso to correct the provisions related to the issuance of the Additional Securities (or any portion hereof) which may be defective or inconsistent with the intended limitation on Beneficial Ownership herein contained or to make changes or supplements necessary or desirable to properly give effect to 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 anylimitation on Beneficial Ownership.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceup to 800,000 Shares. Each PurchasePurchaser shall make such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall available to be made available for “Delivery Versus Payment” settlement with delivered to the Company (or its designee. The ) via DVP (as defined below), and the Company shall deliver to each Purchaser its respective Shares Securities, as determined pursuant to Section 2.2(a)2.2.1, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 2.2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 2.3.1 and 2.32.3.2, the Closing shall take place occur at the offices of counsel to the Placement Agent or such other location (or remotely by electronic transfer of means) as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company. ). (b) 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, through and including the time immediately prior to the Closing (the “Pre-Settlement Period”), if such Purchaser sells to any Person all, or any portion, of the Securities any Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount purchase price for such Pre-Settlement Securities Shares hereunder; , and provided further that the Company hereby acknowledges and agrees that the forgoing foregoing 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The decision to sell any shares Pre-Settlement Shares will be made in the sole discretion of Common Stock by such Purchaser shall solely be made at from time to time, including during the time such Purchaser elects to effect any such sale, if anyPre-Settlement Period.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price1,097,547 Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)Shares, and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of SRFC or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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”), if such Purchaser sells to any Person all, or any portion, of the Securities any Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The decision to sell any shares of Common Stock by will be made in the sole discretion of such Purchaser shall solely be made at from time to time, including during the time such Purchaser elects to effect any such sale, if anyPre-Settlement Period.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of $3,520,000 of Shares set forth under and Warrants. On the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Closing Date, (i) each Purchaser shall pay its respective Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall for the Shares and the Warrants to be made issued and sold to such Purchaser at Closing, by wire transfer of immediately available funds to the Escrow Agent for “Delivery Versus Payment” settlement distribution in accordance with the written wire instructions provided by the Company or its designee. The as set forth in Section 2.2(iii), and (ii) the Company shall (A) cause the Transfer Agent via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) to deliver Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, (B) deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)the Warrant such Purchaser is purchasing at such Closing, and in each case, duly executed on behalf of the Company and registered in the name of such Purchaser or its designee and (C) deliver to each such Purchaser shall deliver the other items set forth 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 occur at the offices of the Closing documentation. Unless otherwise directed by the Placement Agent’s counsel, settlement of such other location, or remotely, as the Shares parties shall occur via “Delivery Versus Payment” (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) mutually agree. 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”), if such Purchaser sells to any Person all, or any portion, of the Securities any Common Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The decision to sell any shares Common Shares will be made in the sole discretion of Common Stock by such Purchaser shall solely be made at from time to time, including during the time such Purchaser elects to effect any such sale, if anyPre-Settlement Period.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number an aggregate of $______ of Shares set forth under and Warrants. Notwithstanding anything herein to the heading “Subscription Amount” on contrary, in the event that a Purchaser’s signature page hereto at Subscription Amount would cause such Purchaser’s Beneficial Ownership to exceed 9.99% of the Per Share Purchase Priceissued and outstanding shares of Common Stock, in lieu of Shares in excess of such amount, such Purchaser shall be issued a Series 1 Warrant. Each PurchasePurchaser shall deliver to the clearing account designated by the Placement Agent, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser (it being understood that on Closing, such amount shall be made available for “Delivery Versus Payment” settlement with reduced by, if applicable, the Company or its designee. The aggregate exercise price of the Series 1 Warrants issuable to such Purchaser) and the Company shall deliver to each Purchaser its respective Shares and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of EGS or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed agreed upon by the Company and the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number of Shares shares of Common Stock set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto hereto, at the Per Share Purchase Price. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” Payment (“DVP”) settlement with the Company or its designeedesignees. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur remotely by electronic transfer via the exchange of documents and signatures or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent 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 (or its clearing firm) by wire transfer to the Company). (b) . 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, 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 any Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), such Purchaser 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 Securities Shares to such Purchaser Person at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number an aggregate of approximately $13,257,147.75 of Shares and Warrants (or, with respect to each Purchaser, in the amount set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Pricehereto). Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of Company Counsel or such other location (including remotely by electronic transfer of transmission) as the Closing documentationparties shall mutually agree in writing. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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 the applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), if such Purchaser sells to any Person all, or any portion, of the Securities any Ordinary Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The decision to sell any shares Shares will be made in the sole discretion of Common Stock by such Purchaser shall solely be made at from time to time, including during the time such Purchaser elects to effect any such sale, if anyPre-Settlement Period.

Closing. (a) On the Closing 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 agrees to issue and sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of $37,999,605.00 of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceand Warrants. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), ) and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of the Closing documentationPlacement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in book-entry form in the Purchasers’ names and addresses 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 (or its clearing firm) by wire transfer to the Company). (b) . Notwithstanding anything herein to the contrarycontrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, if the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other Ordinary Shares owned by such Purchaser (and its Affiliates) at any time on or after such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the time Exchange Act) in excess of execution 9.9% of this Agreement by the Company then issued and an applicable Purchaser, through, and including the time immediately prior to outstanding Ordinary Shares at the Closing (the “Pre-Settlement PeriodBeneficial Ownership Maximum”), and such Purchaser sells Purchaser’s Subscription Amount, to any Person allthe extent it would otherwise exceed the Beneficial Ownership Maximum immediately prior to the Closing, or any portion, shall be conditioned upon the issuance of the Securities to be issued hereunder to such Purchaser Shares at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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 anyother Purchasers signatory hereto.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$4,678,000 of ADSs. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deposit the Ordinary Shares with the Depositary and deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)ADSs, and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of EGS or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares ADSs shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares ADSs registered in the Purchasers’ names and addresses and released by the Transfer Agent Depositary directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such SharesADSs, the Placement Agent shall promptly electronically deliver such Shares ADSs to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (b) . Notwithstanding anything herein to the contrarycontrary herein and the Purchaser’s Subscription Amount set forth on the signature pages attached hereto, if the number of ADSs to be purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other Shares owned by such Purchaser (and its Affiliates) at any time on or after such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the time Exchange Act) in excess of execution 9.9% of this Agreement by the Company then issued and an applicable Purchaser, through, and including the time immediately prior to outstanding Shares outstanding at the Closing (the “Pre-Settlement PeriodBeneficial Ownership Maximum”), and such Purchaser sells Purchaser’s Subscription Amount, to any Person allthe extent it would otherwise exceed the Beneficial Ownership Maximum immediately prior to the Closing, or any portion, shall be conditioned upon the issuance of the Securities to be issued hereunder to such Purchaser ADSs at the Closing (collectively, to the “Pre-Settlement Securities”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or other Purchasers signatory hereto. To the Company), extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to be unconditionally bound to purchase, and exceed the Company shall be deemed unconditionally bound to sellBeneficial Ownership Maximum, such Pre-Settlement Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Purchasers’ Subscription Amount for such Pre-Settlement Securities hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser automatically be reduced as necessary in order 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 anycomply with this paragraph.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of $ $39,999,999.42 of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceand Ordinary Warrants. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and an Ordinary Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 to unconditionally bound to sell, such Pre-Settlement Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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 Ordinary Shares to any Person and that any such decision to sell any shares of Common Stock Ordinary Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of $[________] of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto (at the Per Share Purchase Price) and Warrants. Each PurchasePurchaser shall deliver to the Escrow Agent, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with Purchaser, and the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined and Warrants pursuant to Section 2.2(a)2.2, and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of Company Counsel or such other location as the parties hereto shall mutually agree. The Company covenants that, if a Purchaser delivers a Notice of Exercise (as defined in the Warrants) no later than 12:00 p.m. (New York City time) on the Closing documentationDate to exercise any Warrants between the date hereof and the Closing Date, the Company shall deliver Warrant Shares to such Purchaser on the Closing Date in connection with such Notice of Exercise. Unless otherwise directed by the Placement AgentFinancial Advisor, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 Financial Advisor identified by each Purchaser; upon receipt of such Shares, the Placement Agent Financial Advisor shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent Financial Advisor (or its clearing firm) by wire transfer to the Company). (b) 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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.

Closing. At the Effective Time, the following shall occur and shall be deemed to occur sequentially in the following order without any further act or formality: (a) On Notwithstanding any vesting or exercise provisions to which a Company Option might otherwise be subject (whether by contract, the Closing Dateconditions of a grant, upon applicable law or the terms of the Company Option Plan): (i) each Company Option issued and subject outstanding at the Effective Time will, without any further action by or on behalf of the Company Optionholder, be deemed to be fully vested and transferred by the Company Optionholder to the conditions set forth hereinCompany (free and clear of all liens, substantially concurrent with the execution claims and delivery of this Agreement by the parties hereto, the Company agrees to sell, Encumbrances) and the Purchasers, severally and not jointly, agree to purchase, the number of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)cancelled, and the Company shall, and shall be deemed to, issue to each Purchaser such Company Optionholder a number of Company Common Shares (rounded down to the nearest whole number) equal to the product of: (A) the Company Option Exchange Number in respect of such Company Option multiplied by (B) the number of Company Common Shares such Company Option would otherwise entitle the Company Optionholder to acquire, less any amounts withheld pursuant to Section 4.3 or the Arrangement Agreement; (ii) no amount shall deliver be added to the other items set forth stated capital account maintained in Section 2.2 deliverable at the Closing. Upon satisfaction respect of the covenants Company Common Shares in connection with such issuance of Company Common Shares; and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the Closing Dateiii) with respect to each Company Option, the Company shall issue Optionholder thereof will cease to be the Shares registered holder of such Company Option, will cease to have any rights as a holder in respect of such Company Option or under the Purchasers’ names Company Option Plan, such Company Optionholder’s name will be removed from the register of Company Options, and addresses all option agreements, grants and released by similar instruments relating thereto will be cancelled. Immediately after the Transfer Agent directly transfer for cancelation to the account(sCompany of all of the outstanding Company Options pursuant to this Section 2.3(a) 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 Company Option Plan shall be made by the Placement Agent (deemed to have terminated and be of no further force or its clearing firm) by wire transfer to the Company)effect. (b) Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement Each Company Security held 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), a Dissenting Securityholder shall be deemed to be unconditionally bound transferred to purchasePurchaser by the holder thereof, without any further act or formality on its part, free and clear of all liens, claims and Encumbrances and Purchaser shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Section 3.1(a) hereof, and the Company name of such holder shall be deemed unconditionally bound to sell, such Pre-Settlement Securities to such Purchaser at removed from the Closing; provided, that register of the Company as a holder of Company Securities and Purchaser shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to recorded as the Company’s receipt registered holder of the Subscription Amount for Company Securities so transferred and shall be the legal owner of such Pre-Settlement Securities 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 anySecurities.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$20,000,000 of Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)Shares, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction (or waiver) 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. Unless otherwise directed by the Placement AgentAgents, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 Agents identified by each Purchaser; upon receipt of such Shares, the Placement Agent Agents shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent Agents (or its their clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities to such Purchaser Shares at the Closing; provided, provided that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of $7,326,000 of Shares set forth under and Warrants. On the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Closing Date, (i) each Purchaser shall pay its respective Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall for the Shares and the Warrants to be made issued and sold to such Purchaser at Closing, by wire transfer of immediately available funds to the Escrow Agent for “Delivery Versus Payment” settlement distribution in accordance with the written wire instructions provided by the Company or its designee. The as set forth in Section 2.2(iii), and (ii) the Company shall (A) cause the Transfer Agent via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) to deliver Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, (B) deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)the Warrant such Purchaser is purchasing at such Closing, and in each case, duly executed on behalf of the Company and registered in the name of such Purchaser or its designee and (C) deliver to each such Purchaser shall deliver the other items set forth 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 occur at the offices of the Closing documentation. Unless otherwise directed by the Placement Agent’s counsel, settlement of such other location, or remotely, as the Shares parties shall occur via “Delivery Versus Payment” (i.e., on the 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 (or its clearing firm) by wire transfer to the Company)mutually agree. (b) 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”), if such Purchaser sells to any Person all, or any portion, of the Securities any Common Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The decision to sell any shares Common Shares will be made in the sole discretion of Common Stock by such Purchaser shall solely be made at from time to time, including during the time such Purchaser elects to effect any such sale, if anyPre-Settlement Period.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of US$2,100,000 of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceand Warrants. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of HTFL or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . Notwithstanding anything herein to the contrarycontrary hereunder, if at any time on or after to the time of execution of this Agreement by the Company and an applicable extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser, through's Affiliates, and including any Person acting as a group together with such purchaser or any of such Holder's Affiliates) would beneficially own in excess of 9.99% of the time number of the Ordinary Shares outstanding immediately prior to giving effect to the issuance of the Securities on the Closing Date (the “Pre-Settlement PeriodBeneficial Ownership Maximum”), such Purchaser sells may elect to any Person all, or any portion, of receive only the Securities to be issued hereunder to such Purchaser Beneficial Ownership Maximum at the Closing (collectively, with the “Pre-Settlement Securities”), such Purchaser shall, automatically hereunder (without balance of 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities share purchased 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, held in abeyance for such Purchaser and issued immediately following the Closing provided in no event shall such Purchaser’s beneficial ownership ever exceed the Beneficial Ownership Maximum. The Parties agree that it is each Purchaser’s obligation to track its own position and to ensure that its beneficial ownership does not exceed the Beneficial Ownership Maximum.

Closing. (a) On the each Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $[ ] of the number of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase PriceUnits. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be deposited in an account established by the Escrow Agent. Any such funds that the Escrow Agent receives shall be held in escrow until such Closing, and then used to complete securities purchases, or returned if this offering fails to close. Each Purchaser shall promptly deliver directly to the Escrow Agent its respective funds in the form of wire transfers. All wire transfers shall be made available for payable to the escrow account “Delivery Versus Payment” settlement with the Company or its designee. The [ ].”The Company shall deliver to each Purchaser its respective Shares and the Warrants, as applicable to such Purchaser and as indicated on such Purchaser’s signature page hereto and determined pursuant to Section 2.2(a)based on its respective Subscription Amount, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the each Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the each Closing shall take place occur remotely by electronic transfer of the Closing documentationTransaction Documents and other items deliverable hereunder. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the each Closing Date, the Company shall issue the Shares Securities registered in the Purchasers’ names and addresses addresses, and the Shares shall be 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 (or its clearing firm) by wire transfer to the Company). (b) Notwithstanding anything herein Each Purchaser acknowledges that, concurrently with each Closing and pursuant to the contraryProspectus, if at any time on or after the time of execution of this Agreement by the Company may sell up to $[_______] of additional Shares and an applicable PurchaserWarrants to purchasers not party to this Agreement, throughless the aggregate Subscription Amount pursuant to this Agreement, 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 Securities to be issued hereunder will issue to such Purchaser purchasers such Ordinary Shares and Warrants in the same form and at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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 anysame Per Share Purchase Price.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$9,000,000 of ADSs and Warrants exercisable for ADSs as calculated pursuant to 2.2(a). Each PurchasePurchaser shall deliver to the Escrow Agent, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with and the Company or its designee. The Company shall deposit the Shares and instruct the Depositary to deliver to each Purchaser its respective Shares ADSs and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of EGS or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Ordinary Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares ADSs 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 SharesADSs, the Placement Agent shall promptly electronically deliver such Shares ADSs to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (b) 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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.

Closing. (a) On The obligations of the Placement Agent hereunder, and the Closing Dateof the sale of the Securities pursuant to the Purchase Agreement, upon the terms and are subject to the conditions set forth hereinaccuracy, substantially concurrent with the execution when made and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the Closing Date, of the representations and warranties on the part of the Company shall issue the Shares registered and its subsidiaries contained herein and in the Purchasers’ names Purchase Agreement, to the accuracy of the statements of the Company and addresses and released its subsidiaries made in any certificates pursuant to the provisions hereof, to the performance by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt Company and its subsidiaries of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchasertheir obligations hereunder, and payment therefor shall be made to each of the following additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent or by the Company: (or its clearing firmA) by wire transfer All corporate proceedings and other legal matters incident to the Company). (b) Notwithstanding anything herein to the contraryauthorization, if at any time on or after the time form, execution, delivery and validity of execution each of this Agreement by the Company and an applicable PurchaserAgreement, 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 Securities and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be issued hereunder reasonably satisfactory in all material respects to such Purchaser at counsel for the Closing (collectively, the “Pre-Settlement Securities”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchasePlacement Agent, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Securities have furnished to such Purchaser at counsel all documents and information that such counsel may reasonably request to enable them to pass upon such matters. (B) The Placement Agent shall have received, as of the Closing; providedClosing Date, that a written opinion from Holland & H▇▇▇ LLP as legal counsel to the Company, dated as of the Closing Date, addressed to the Placement Agent in a form and substance reasonably acceptable to J▇▇▇▇▇ ▇▇▇▇▇▇. (C) Reserved. (D) Except as set forth in or contemplated by the Purchase Agreement for the Placement of the Securities (i) the Company shall not be required to deliver have sustained, any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation material loss or covenant by such Purchaser as to interference with its business from fire, explosion, flood, terrorist act or other calamity, whether or not during covered by insurance, or from any labor dispute or court or governmental action, order or decree nor (ii) other than in connection with any pending merger and/or acquisition disclosed as of the Predate hereof by Company, there shall have been any material change in the capital stock or long-Settlement Period such Purchaser shall sell term debt of the Company or any shares of Common Stock to its subsidiaries or any Person change, or any development involving a prospective change, in or affecting the business, general affairs, financial condition, or results of operations of the Company and that its subsidiaries, the effect of which, in any such decision case described in clause (i) or (ii), is, in the reasonable judgment of the Placement Agent, so material and adverse as to sell any shares make it impracticable or inadvisable to proceed with the sale or delivery of Common Stock the Securities on the terms and in the manner contemplated by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if anyPurchase Agreement.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of $15,000,000 of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceand Warrants. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of EGS or such other location as the parties shall mutually agree take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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 anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other shares of Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.9% of the then issued and outstanding Common Stock outstanding at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent 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. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$1,830,000 of ADS. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deposit the Common Shares represented by the ADSs with the Depositary and shall instruct the Depositary to deliver to each Purchaser its respective Shares ADSs as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of Placement Agent Counsel or such other location as the parties shall mutually agree. The Closing may also take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares ADSs shall occur via “Delivery Versus Payment” DVP (i.e., on the Closing Date, the Company shall issue the Shares ADSs registered in the Purchasers’ names and addresses and released by the Transfer Agent Depositary directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such SharesADSs, the Placement Agent shall promptly electronically deliver such Shares ADSs to the applicable Purchaser, and payment therefor shall be made promptly by the Placement Agent (or its clearing firm) by wire transfer to the Company). (b) . 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, 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 Securities ADSs to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesADSs”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchasepurchase such Pre-Settlement Shares at the Closing, and the Company shall be deemed unconditionally bound to sell, sell such Pre-Settlement Securities Shares to such Purchaser Person at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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 Shares to any Person and that any such decision to sell any shares of Common Stock Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$1,208,109.20 of Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur remotely or such other location as the parties shall mutually agree take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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 anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other shares of Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.9% of the then issued and outstanding Common Stock outstanding at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent 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. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase PriceFifteen Million Dollars and Sixty Cents ($15,000,000.60) of Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)Shares, and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of SMRH or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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”), if such Purchaser sells to any Person all, or any portion, of the Securities any Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The decision to sell any shares of Common Stock by will be made in the sole discretion of such Purchaser shall solely be made at from time to time, including during the time such Purchaser elects to effect any such sale, if anyPre-Settlement Period.

Closing. (a) On The closing of the Transactions (the “Closing”) shall take place simultaneously with the execution of this Agreement or on such other date as Sellers and Buyers otherwise agree. The date on which the Closing actually occurs is referred to herein as the “Closing Date.” The Closing shall take place in virtual electronic form via exchange of PDF, upon the terms facsimile or other electronic transmission of documents and subject mutual exchange and receipt of signature pages and closing deliveries. (b) In addition to the conditions other requirements set forth herein, substantially concurrent simultaneously with the execution and delivery of this Agreement, Sellers shall deliver or cause to be delivered to Buyers the following: (i) a Bill of Sale and Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit B (the “Bill of Sale”), duly executed by Sellers; (ii) an Intellectual Property Assignment Agreement in substantially the form attached hereto as Exhibit C (the “IP Assignment Agreement”), duly executed by the parties heretoapplicable Sellers; (iii) a duly executed certificate of each Seller reasonably acceptable to Buyers and in accordance with the requirements of Treasury Regulations Section 1.1445-2(b)(2) that such Seller is not a “foreign person” within the meaning of Section 1445 of the Code; (iv) a properly completed and duly executed IRS Form W-9 from each Seller; (v) a Transition Services Agreement in substantially the form attached hereto as Exhibit E (the “Transition Services Agreement”), duly executed by the Company agrees applicable Sellers; (vi) any instruments and documents in form and substance reasonably satisfactory to sell, Buyers which are necessary to release any and the Purchasers, severally and not jointly, agree to purchase, the number of Shares set forth under the heading “Subscription Amount” all Encumbrances on the Purchaser’s signature page hereto at Acquired Assets; (vii) a duly executed employment agreement, as applicable, between the Per Share Purchase Price. Each Purchase’s Subscription Amount as applicable Buyer and each Person set forth on Schedule ‎2.3(b)(vii); (viii) the signature page hereto Escrow Agreement, duly executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), applicable Seller and the Company Escrow Agent; (ix) duly executed consents, authorizations and each Purchaser shall deliver approvals identified on Schedule ‎2.3(b)(ix); and (x) all other documents and instruments necessary or reasonably required by Buyers to consummate the other items set forth in Section 2.2 deliverable at Transactions upon the Closing. Upon satisfaction of the covenants terms and conditions set forth in Sections 2.2 this Agreement, all of which, together with the documents and 2.3instruments referred to above, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 (or its clearing firm) by wire transfer in form and substance reasonably satisfactory to the Company)Buyers. (bc) Notwithstanding anything herein In addition to the contraryother requirements set forth herein, if at any time on or after simultaneously with the time of execution of this Agreement Agreement, Buyers shall deliver or cause to be delivered to Sellers the following: (i) the Bill of Sale, duly executed by B▇▇▇▇▇; (ii) the IP Assignment Agreement, duly executed by the Company applicable Buyer; (iii) the Escrow Agreement, duly executed by the applicable Buyer; (iv) the Transition Services Agreement, duly executed by B▇▇▇▇▇; and (v) all other documents and an applicable Purchaserinstruments necessary or reasonably required by Sellers to consummate the Transactions upon the terms and conditions set forth in this Agreement, throughall of which, together with the documents and including the time immediately prior instruments referred to the Closing (the “Pre-Settlement Period”)above, such Purchaser sells to any Person all, or any portion, of the Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 in form and substance reasonably satisfactory to sell, such Pre-Settlement Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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 anySellers.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of US$2,050,002 of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceand Warrants. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of HTFL or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . Notwithstanding anything herein to the contrarycontrary hereunder, if at any time on or after to the time of execution of this Agreement by the Company and an applicable extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser, through's Affiliates, and including any Person acting as a group together with such purchaser or any of such Holder's Affiliates) would beneficially own in excess of 9.99% of the time number of the Ordinary Shares outstanding immediately prior to giving effect to the issuance of the Securities on the Closing Date (the “Pre-Settlement PeriodBeneficial Ownership Maximum”), such Purchaser sells may elect to any Person all, or any portion, of receive only the Securities to be issued hereunder to such Purchaser Beneficial Ownership Maximum at the Closing (collectively, with the “Pre-Settlement Securities”), such Purchaser shall, automatically hereunder (without balance of 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities share purchased 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, held in abeyance for such Purchaser and issued immediately following the Closing provided in no event shall such Purchaser’s beneficial ownership ever exceed the Beneficial Ownership Maximum. The Parties agree that it is each Purchaser’s obligation to track its own position and to ensure that its beneficial ownership does not exceed the Beneficial Ownership Maximum.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchasepurchase an aggregate of $3,899,997.44 of Placed ADSs and Warrants, the number of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share ADS Purchase Price. Each PurchasePurchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser Purchaser, which funds shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares Placed ADSs and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at such location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares Placed ADSs shall occur via “Delivery Versus Payment” DVP (i.e., on the Closing Date, the Company shall issue the Shares Placed ADSs registered in the Purchasers’ names and addresses and released by the Transfer Agent Depositary directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such SharesPlaced ADSs, the Placement Agent shall promptly electronically deliver such Shares Placed ADSs to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (b) 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$7,000,002 of Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of ▇▇▇▇▇▇▇▇ or such other location as the Closing documentationparties hereto shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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”), if such Purchaser sells to any Person all, or any portion, of the Securities any Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such 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. Notwithstanding anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other shares of Common Stock owned by such Purchaser shall solely be made (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.9% of the then issued and outstanding Common Stock outstanding at the time Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent 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. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph. For purposes of this Section 2.1, in determining the number of outstanding shares of Common Stock, a Purchaser elects may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Purchaser, the Company shall within one Trading Day confirm orally and in writing to the Purchaser the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect any such sale, if anyto the conversion or exercise of securities of the Company.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, (i) the aggregate number of Shares represented by ADSs set forth under the heading “Subscription Amount” on the each Purchaser’s signature page hereto hereto, at the Per Share ADS Purchase Price. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” Payment (“DVP”) settlement with the Company or its designeedesignees. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur remotely by electronic transfer via the exchange of documents and signatures or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent 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 (or its clearing firm) by wire transfer to the Company). (b) . 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 Purchaser through the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the Securities any Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), such Purchaser 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 Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The decision to sell any shares Shares will be made in the sole discretion of Common Stock by such Purchaser shall solely be made at from time to time, including during the time such Purchaser elects to effect any such sale, if anyPre-Settlement Period.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$4,420,000_______ of Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur remotely or such other location as the parties shall mutually agree take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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 anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other shares of Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.9% of the then issued and outstanding Common Stock outstanding at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent 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. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$12,425,000 of Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)Shares, and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of Company Counsel or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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”), if such Purchaser sells to any Person all, or any portion, of the Securities any Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such 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. Notwithstanding anything to the contrary herein and the Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other shares of Common Stock owned by such Purchaser shall solely be made (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.99% of the then issued and outstanding Common Stock outstanding at the time Closing (the “Beneficial Ownership Maximum”), and such Purchaser elects Purchaser’s Subscription Amount, to effect any the extent 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. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such sale, if anyPurchasers’ Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per [●] Units, with each Unit consisting of one Share Purchase Price(or one Pre-Funded Warrant in lieu thereof) and one Common Warrant to purchase one share of Common Stock. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”)/“Receipt Versus Payment” (“RVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)and Warrants, and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of the Closing documentationPlacement Agent Counsel or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” DVP/RVP (i.e., on the 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 (or its their clearing firm) by wire transfer to the Company). (b) . Notwithstanding anything herein to the contrarycontrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, if the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 4.99% (or at the election of the Purchaser at the Closing 9.99%) of the number of shares of Common Stock outstanding immediately prior to giving effect to the issuance of the Common Stock at Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent 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. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph. 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 on or after the time of execution of the this Agreement by Agreement, 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required agrees to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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 Funded Warrant Shares subject to such Purchaser notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date 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 anyWarrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of $17,500,000 of Shares set forth under the heading “and Class B Purchase Warrants. Each Purchaser’s Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Amount , as set forth on the signature page hereto executed by such Purchaser Purchaser, shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and a Class B Purchase Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of Mintz, L▇▇▇▇, C▇▇▇, F▇▇▇▇▇, Glovsky & P▇▇▇▇, P.C. or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement Settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the Closing Date, the Company shall issue the Shares Securities in book-entry form registered in the Purchasers’ names and addresses and name released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon Purchaser following receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor by the Company, which shall be made by the Placement Agent (or its clearing firm) each Purchaser by wire transfer to the Company). (b) Notwithstanding anything herein to . Settlement of the contraryWarrants shall occur via delivery, 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 portionwhich may be electronic, of the Securities Warrant on the Closing Date. Notwithstanding the foregoing, with respect to be issued hereunder any Notice(s) of Exercise (as defined in the Class B Purchase Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, the Company agrees to deliver the Warrant Shares subject to such Purchaser at notice(s) by 4:00 p.m. (New York City time) on the Closing (collectively, the “Pre-Settlement Securities”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchaseDate, and the Company Closing Date shall be deemed unconditionally bound to sell, such Pre-Settlement Securities to such Purchaser at the Closing; provided, that Warrant Share Delivery Date (as defined in the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount Class B Purchase Warrants) for such Pre-Settlement Securities purposes 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number an aggregate of $5,040,000 of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceand Ordinary Warrants. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and the Ordinary Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 transmission of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the Closing Date, the Company shall issue issue, or cause its Transfer Agent to 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 (or its clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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 Ordinary Shares to any Person and that any such decision to sell any shares of Common Stock Ordinary Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any. Notwithstanding anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other Ordinary Shares owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.99% of the then issued and outstanding Ordinary Share outstanding at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent 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. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Warrants) delivered on or prior to 4:00 p.m. (New York City time) on the Trading Day immediately prior to 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, (i) the number of Ordinary Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto hereto, at the Per Share Purchase Price, (ii) Ordinary Warrants exercisable for Ordinary Warrant Shares as calculated pursuant to Section 2.2(a); provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that as a result of such Purchaser’s Subscription Amount, such Purchaser (together with such Purchaser’s Affiliates) would beneficially own Shares in excess of the Beneficial Ownership Limitation, such Purchaser may elect to purchase Pre-Funded Warrants in lieu of purchasing Ordinary Shares as determined pursuant to Section 2.2(a). The “Beneficial Ownership Limitation” shall be 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. Each PurchasePurchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)Securities, and the Company and each Purchaser shall deliver the other items set forth 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 occur remotely by electronic transfer via the exchange of documents and signatures or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Ordinary Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the Closing Date, the Company shall issue the Ordinary 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 Ordinary Shares, the Placement Agent shall promptly electronically deliver such Ordinary Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (b) 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchasepurchase , and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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 Securities to any Person and that any such decision to sell any shares of Common Stock Securities by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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 Ordinary Shares to any Person and that any such decision to sell any shares of Common Stock Ordinary Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$31,500,000 of Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of EGS or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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”), if such Purchaser sells to any Person all, or any portion, of the Securities any Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such 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. Notwithstanding anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other shares of Common Stock owned by such Purchaser shall solely be made (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.9% of the then issued and outstanding Common Stock outstanding at the time Closing (the “Beneficial Ownership Maximum”), and such Purchaser elects Purchaser’s Subscription Amount, to effect any the extent 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. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such sale, if anyPurchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph.

Closing. (a) On Subject to the Closing Date, upon the terms and subject to satisfaction or waiver of the conditions set forth herein, substantially concurrent with the execution purchase and delivery sale of the Shares and the Warrants pursuant to this Agreement by (the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 at the offices of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to within three business days following the Company’s receipt of the Subscription Amount requisite stockholder approval to increase the number of the Company’s authorized shares of common stock as necessary for the issuance of the Shares hereunder and the issuance of the Warrant Shares upon exercise of the Warrants, or at such Pre-Settlement Securities hereunder; and provided further that later time or other place as the Company hereby acknowledges and agrees that the forgoing Purchaser may mutually agree. The date on which the Closing actually takes place is referred to herein as the “Closing Date”. At such time, the Company shall not constitute cause its transfer agent to deliver to the Purchaser a representation or covenant by such certificate representing the Shares and the Company shall deliver to the Purchaser as to whether or not during a certificate representing the Pre-Settlement Period such Purchaser Warrants against payment therefor, which payments 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 made, at the time discretion of the Company, in the form of (a) cash, by wire transfer of immediately available funds to an account designated by the Company, (b) the cancellation of indebtedness owed by the Company to the Purchaser under that certain Amended and Restated Promissory Note, dated October 18, 2012 (the “Note”), the amount of such Purchaser elects indebtedness cancelled to effect any such salebe equal to the number of Shares and Warrants not 1. paid for in cash by the Purchaser, if any, multiplied by the Per Share Purchase Price and the Per Warrant Purchase Price, respectively, or (c) a combination of the foregoing; provided, however, that any cancellation of indebtedness shall be applied only to the outstanding principal balance under the Note and not to any accrued interest. In connection with any cancellation of indebtedness, the Purchaser shall record an appropriate notation on Exhibit A to the Note to reflect such cancellation as a payment of principal on the Note.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$4,825,000 of ADSs and Warrants exercisable for ADSs as calculated pursuant to 2.2(a). Each PurchasePurchaser shall deliver to the Escrow Agent, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with and the Company or its designee. The Company shall deposit the Shares and instruct the Depositary to deliver to each Purchaser its respective Shares ADSs and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of EGS or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Ordinary Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares ADSs 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 SharesADSs, the Placement Agent shall promptly electronically deliver such Shares ADSs to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (b) 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$350,000,000 of Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)Shares, and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of EGS or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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”), if such Purchaser sells to any Person all, or any portion, of the Securities any Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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, purchase such Pre-Settlement Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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 such Purchaser will elect to sell any Pre-Settlement Shares during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The decision to sell any shares of Common Stock by will be made in the sole discretion of such Purchaser shall solely be made at from time to time, including during the time such Purchaser elects to effect any such sale, if anyPre-Settlement Period.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$10,465,003.50 of Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)Shares, and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of SRF or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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”), if such Purchaser sells to any Person all, or any portion, of the Securities any Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such 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. Notwithstanding anything to the contrary herein and the Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other shares of Common Stock owned by such Purchaser shall solely be made (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.99% of the then issued and outstanding Common Stock outstanding at the time Closing (the “Beneficial Ownership Maximum”), and such Purchaser elects Purchaser’s Subscription Amount, to effect any the extent 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. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such sale, if anyPurchasers’ Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph.

Closing. (a) On The sale and purchase of the Purchased Assets and the Target Equity and the assumption of the Assumed Liabilities shall take place by remote exchange of documents and signatures by electronic mail in PDF format (the “Closing”), on the tenth (10th) Business Day following the satisfaction or, to the extent permitted by applicable Law and this Agreement, waiver of, all conditions to the obligations of the Parties set forth in Article VII (Conditions to Closing) (other than such conditions as may by their terms only be satisfied on the Closing Date), upon or at such other place or at such other time or date as the Parties mutually agree in writing, with effectiveness for the transfer of the Purchased Assets and Assumed Liabilities to be as of 12:01 a.m. local time in Beijing, China on the date following the completion of all the matters set forth in this Section 2.7; provided, that Buyer shall not be obligated to close during the last fifteen (15) calendar days of any fiscal quarter; provided, further, the consummation of the sale and purchase of the Target Equity may take place prior to the Closing in accordance with the terms and subject to the conditions set forth hereinin the Share Purchase Agreement and the Equity Transfer Agreement (as applicable) (but subject to Section 2.7(e)), substantially concurrent to the extent (i) such action is consistent with the execution Restructuring Plan and delivery (ii) Buyer (on the one hand) and Seller Group (on the other hand) mutually agree to do so in writing. The day on which the Closing occurs is referred to as the “Closing Date.” (b) At or prior to the Closing, Seller Group shall deliver or cause to be delivered to Buyer the following documents, duly executed by Seller Group (to the extent executable and except as otherwise noted): (i) a certified true copy of the shareholders resolutions and board of directors resolutions of each member of the Seller Group and each Target Company regarding the approval of this Agreement by the parties heretoAgreement, the Company agrees to sell, Ancillary Agreements and the Purchasers, severally transactions contemplated hereunder and not jointly, agree thereunder and transfer of the Purchased Assets and the Target Equity to purchase, the number of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company Buyer (or its designee. The Company shall Affiliates) and authorizing one or more representatives of each member of Seller Group to sign and deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company this Agreement and each Purchaser shall deliver Ancillary Agreement; (ii) a duly executed certificate of an officer of Seller certifying fulfillment of the other items conditions set forth in Section 2.2 deliverable at 7.1 (General Conditions) and Section 7.3 (Conditions to Obligations of Buyer); (iii) third-party consents required for the Closing. Upon satisfaction transfer of any Transferred Contracts or agreements with the covenants counterparties to the Transferred Contracts on substantially the same terms (other than as to parties and conditions set forth termination date) as currently in Sections 2.2 effect for the Transferred Contracts, including the Replacement Lease duly executed by the Spinoff Company, or its successor; (iv) such instruments of sale, assignment, transfer and 2.3conveyance (including, but not limited to, special warranty deeds, bills of sale, endorsements and consents) as the Closing Buyer shall take place remotely by electronic deem reasonably necessary or appropriate to effect or evidence the transfer of the Closing documentation. Unless otherwise directed Purchased Assets and the Assumed Liabilities to Buyer and/or its designated Affiliate, in each case in a form reasonably satisfactory to Buyer and duly executed by an authorized officer of the applicable member of Seller Group (collectively, the “Transfer Protocols”); ASIA 34949044 26 (v) trademark assignment and domain and social media transfer agreement, for each of the trademarks, domains and social media accounts included in the Purchased Assets, in the form of Exhibit B (Trademark Assignment and Domain and Social Media Transfer Agreement) (the “Trademark Assignment and Domain and Social Media Transfer Agreement”) and such other instruments of assignment of Business IP as may be necessary to effect the transfer thereof; (vi) the transition services agreement, in the form of Exhibit C (Transition Services Agreement) (the “Transition Services Agreement”); (vii) an escrow agreement, in the form of Exhibit D (Escrow Agreement) (the “Escrow Agreement”), also duly executed by the Placement Escrow Agent, settlement ; (viii) a license of the Shares shall occur via “Delivery Versus Payment” (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly rights of all Business IP to the account(s) at the Placement Agent identified by each Purchaser; upon receipt an Affiliate 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 (or its clearing firm) by wire transfer to the Company). (b) 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 Buyer entered into immediately prior to the Closing in the form attached as Exhibit E (License Agreement) (the “Pre-Settlement PeriodLicense Agreement”); (ix) the retained account agent agreement, such Purchaser sells in the form of Exhibit F (Retained Account Agent Agreement) (the “Retained Account Agent Agreement”); (x) share purchase agreement (the “Share Purchase Agreement”) in the form of Exhibit G (Share Purchase Agreement) to be entered into between HK Funjoy and Buyer; (xi) documents evidencing due transfer of all shares in HKCo from HK Funjoy to Buyer pursuant to the Share Purchase Agreement; (xii) Equity transfer agreement (the “Equity Transfer Agreement”) in the form of Exhibit H (Equity Transfer Agreement) to be entered into between HKCo and Guoren; (xiii) the Employee Termination Agreements duly executed by each and every full-time Transferred Employee and the applicable Seller Group employer and resignation notices duly executed by each and every Contingent Worker; (xiv) documents evidencing the termination of the labor dispatch arrangement with the local labor dispatch agency related to the dispatched Employee; (xv) the Contingent Worker Agreements duly executed by each Contingent Worker and the Spinoff Company or other entity designated by Buyer; (xvi) documents evidencing due transfer of all equity interests in the Spinoff Company from Guoren to HKCo pursuant to the Equity Transfer Agreement; (xvii) the Employment Agreements duly executed by each and every full-time Transferred Employee and the Spinoff Company; (xviii) the Business Record; ASIA 34949044 27 (xix) a written waiver granted to the Transferred Employees of any Person allemployment non-compete restrictions or other restrictive covenants that would restrict, prohibit, or in any portion, way inhibit or impede the ability of the Securities Transferred Employees to fully carry out their job duties for the Spinoff Company. Such waiver will be issued hereunder limited to such Purchaser allowing the Transferred Employees to work at Spinoff Company and not for any other companies; (xx) an effective Employee Intellectual Property Assignment in favor of Seller Group signed by each and every Employee; and (xxi) the Closing Restrictive Covenant Agreement duly executed by each member of Seller Group, each Key Person and Buyer. (collectively, the “Pre-Settlement Securities”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser c) At or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt Closing, Buyer shall deliver or cause to be delivered to Seller the following documents, duly executed by Buyer: a counterpart of each of the Subscription Amount Transfer Protocols, Trademark Assignment and Domain and Social Media Transfer Agreement, Transition Services Agreement, Escrow Agreement, License Agreement, Retained Account Agent Agreement, Share Purchase Agreements, Equity Transfer Agreement and Restrictive Covenant Agreement. (d) In full consideration for such Pre-Settlement Securities 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 anyassignment, transfer, conveyance and delivery of the Purchased Assets to Buyer, Buyer shall at Closing: (i) pay to HK Funjoy, by wire transfer to a bank account of HK Funjoy designated in writing by HK Funjoy at least ten (10) Business Days prior to the Closing Date, an amount equal to the Cash Consideration less the Escrow Amount less the aggregate of the consideration set out in the Share Purchase Agreement (being HK$[***] or its equivalent in foreign currency) and the Equity Transfer Agreement (being RMB[***] or its equivalent in foreign currency); (ii) deposit the Escrow Amount by wire transfer into an account with the Escrow Agent to be held and disbursed in accordance with the terms of this Agreement and the Escrow Agreement (the “Escrow Account”); and (iii) cause the Transfer Agent (which shall have opened an electronic book-entry account for HK Funjoy, subject to cooperation from Seller Group) to deposit into such account the Stock Consideration, with evidence of such issuance to be provided to HK Funjoy (acknowledging that evidence of the deposits will be delivered promptly after Closing when available). (e) In full consideration for the sale of the Target Equity in HKCo and Spinoff Company to Buyer or Buyer’s Affiliate, Buyer shall pay or cause to be paid such consideration as set out in the Share Purchase Agreement and Equity Transfer Agreement in accordance with the terms thereof, respectively. For the avoidance of doubt, the payment of the consideration for the sale of the Target Equity may take place prior to, at or after the Closing.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceapproximately $1,180,917.40 of ADSs and Warrants exercisable for ADSs as calculated pursuant to 2.2(a). Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The and the Company shall deposit the Shares and instruct the Depositary to deliver to each Purchaser its respective Shares ADSs and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of the Closing documentationPlacement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Ordinary Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares ADSs registered in the Purchasers’ names and addresses and released by the Transfer Agent Depositary directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such SharesADSs, the Placement Agent shall promptly electronically deliver such Shares ADSs to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (b) 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$14,999,997.60 of Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)Shares, and the Company and each Purchaser shall deliver the other items set forth 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing foregoing 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 anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other shares of Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.9% of the then issued and outstanding Common Stock outstanding at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent 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. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph.

Closing. (a) On the Closing Date, upon Subject to the terms and subject to the conditions set forth hereinin this Agreement, substantially concurrent with at the execution and delivery of this Agreement by the parties hereto, Closing the Company agrees shall issue and sell to selleach Investor, and the Purchaserseach Investor shall, severally and not jointly, agree to purchasepurchase from the Company, the number of Shares set forth under Notes and the heading “Subscription Warrants representing such Investor's Investment Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 at the offices of Bryan Cave LLP, 1290 Avenue of the Closing documentation. Unless otherwise directed by the Placement AgentAmericas, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e.New York, NY 10104 on the 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 (or its clearing firm) by wire transfer to the Company)▇▇▇ ▇▇▇▇ing D▇▇▇ ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ties may agree. (b) Notwithstanding anything herein At the Closing, the Company shall deliver or cause to be delivered to each Investor the following (the "COMPANY Deliverables"): (i) Notes in the aggregate principal amount of the Investment Amount indicated below such Investor's name on its signature page of this Agreement, registered in the name of such Investor; (ii) Warrants, registered in the name of such Investor, pursuant to which such Investor shall have the right to acquire the number of shares of Common Stock equal to [ ]% of the Underlying Shares issuable upon an assumed conversion of the Notes issuable to such Investor in accordance with Section 2.1(b)(i) (without regard to any conversion restrictions contained thereunder); (iii) the legal opinion of Company Counsel, in agreed form, addressed to the contraryInvestors; (iv) the Registration Rights Agreement, if at any duly executed by the Company; (v) a security agreement, duly executed by the Company, in the form attached hereto as EXHIBIT D (as amended, supplemented or otherwise modified from time on or after to time, the time "SECURITY AGREEMENT"); (vi) a certificate executed by a duly authorized officer of execution of this Agreement the Company certifying that (i) all representations and warranties made by the Company and an applicable Purchaserinformation furnished by the Company in any schedules to this Agreement, throughare true and correct in all material respects as of the Closing Date, (ii) all covenants, agreements and including obligations required by this Agreement to be performed or complied with by the time immediately Company, prior to or at the Closing, have been performed or complied with and (iii) the items referenced in Sections 2.1(d)(iv)-(vi) are true and correct as of the Closing Date; (vii) lien and record search reports in form and substance acceptable to the Investors showing that there are no Liens on the collateral security granted under the Security Agreement, other than Liens expressly permitted thereby; and (viii) any other documents reasonably requested by such Investor. (c) At the Closing, each Investor shall deliver or cause to be delivered to the Company the following (the “Pre-Settlement Period”)"INVESTOR DELIVERABLES"): (i) the Investment Amount indicated below such Investor's name on its signature page of this Agreement, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such Purchaser sells purpose; (ii) the Registration Rights Agreement, duly executed by such Investor; and (iii) the Security Agreement, duly executed by such Investor. (d) CONDITIONS PRECEDENT TO THE OBLIGATIONS OF AN INVESTOR TO PURCHASE NOTES AND WARRANTS. The obligation of each Investor to any Person all, or any portion, of the Securities to be issued hereunder to such Purchaser acquire Notes and Warrants and make loans at the Closing (collectively, is subject to the “Pre-Settlement Securities”), such Purchaser shall, automatically hereunder (without any additional required actions satisfaction or waiver by such Purchaser Investor, at or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Securities to such Purchaser at before the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of each of the Subscription Amount for such Pre-Settlement Securities 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.following conditions:

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of approximately US$2,000,000 of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceand Common Warrants. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and Common Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of Company US Counsel or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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”), if such Purchaser sells to any Person all, or any portion, of the Securities any Common Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The decision to sell any shares Common Shares will be made in the sole discretion of Common Stock by such Purchaser shall solely be made at from time to time, including during the time such Purchaser elects to effect any such sale, if anyPre-Settlement Period.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, jointly agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceapproximately $1.6 million of ADSs and Warrants exercisable for ADSs as calculated pursuant to Section 2.2(a). Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deposit the Shares and instruct the Depositary to deliver to each Purchaser its respective Shares ADSs and shall deliver Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of the Closing documentationU.S. Company Counsel or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares ADSs shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares ADSs registered in the Purchasers’ names and addresses and released by the Transfer Agent Depositary directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such SharesADSs, the Placement Agent shall promptly electronically deliver such Shares ADSs to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (b) 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number an aggregate of $8,000,000.53 of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceand Warrants. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of Company Counsel or such other location as the parties shall mutually agree take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement AgentAgents, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 Agents identified by each Purchaser; upon receipt of such Shares, the Placement Agent Agents shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent Agents (or its their clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing foregoing 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of $8,000,000.33 of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceand Warrants. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of EGS or such other location as the parties shall mutually agree take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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. The “Beneficial Ownership Maximum” shall be 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. For avoidance of doubt, the Company and/or Placement Agent shall issue the Shares to the Purchaser in a single block in accordance with the delivery instructions provided by the Purchaser.

Closing. (a) On The closing of the Closing Date, upon sale and purchase of the terms Preferred Shares and subject the Warrants (the "Closing") shall be deemed to the conditions set forth herein, substantially concurrent take place concurrently with the execution and delivery of this Agreement by the parties hereto. At the Closing, the following closing transactions shall take place, each of which shall be deemed to occur simultaneously with the Closing: (i) the Company agrees shall deliver to sellthe Purchasers evidence of the filing of the Certificate of Designation with, and the Purchasers, severally and not jointly, agree to purchaseacceptance thereof by, the number Secretary of State of the State of Delaware; (ii) the Company shall execute, issue and deliver to each Purchaser certificates evidencing the Preferred Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Amount deliverable to such Purchaser as set forth on the signature page hereto executed by Annex A in such denominations as such Purchaser shall be made available for “Delivery Versus Payment” settlement with reasonably request; (iii) the Company or its designee. The Company shall execute, issue and deliver to each Purchaser its respective Shares Warrants to purchase the number of shares of Common Stock as determined pursuant to Section 2.2(a), and the Company and set forth on Annex A; (iv) each Purchaser shall deliver pay the other items Purchase Price as set forth 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 (or its clearing firm) Annex A by wire transfer to the Company). (b) Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement account designated by the Company and an applicable Purchaser, through, and including in writing prior to the time immediately Closing; (v) the Company shall deliver to the Escrow Agent by wire transfer to the account designated by the Escrow Agent in writing prior to the Closing the amount of $2,000,000 as partial security for the Company's redemption obligation pursuant to Section 6.07 hereof; (vi) the “Pre-Settlement Period”Company shall pay the expenses set forth in Section 7.02 hereof by wire transfer to the account designated by Societe Generale, a bank organized under the laws of France ("SG"), in writing prior to the Closing; provided that, if SG so elects, such Purchaser sells expenses may be netted against payment of SG's Purchase Price payable to any Person allthe Company pursuant to clause (iv) above; (vii) the Company and the Purchasers shall execute and deliver the Registration Rights Agreement; (viii) the Company, or any portion, SG and the Escrow Agent shall execute and deliver the Escrow Agreement; (ix) the Company shall deliver to the Purchasers a certificate executed by the Secretary of the Securities to be issued hereunder to Company, signing in such Purchaser at capacity, dated the date of the Closing (collectivelyA) certifying that attached thereto are true and complete copies of the resolutions duly adopted by the Board of Directors of the Company authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby (including, without limitation, the “Pre-Settlement Securities”issuance and sale of the Preferred Shares and the Warrants and the reservation and issuance of the Conversion Shares upon conversion of the Preferred Shares and exercise of the Warrants), which authorization shall be in full force and effect on and as of the date of such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchasecertificate, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior (B) certifying and attesting to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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.office,

Closing. (a) On the Closing 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 agrees to will sell, and the Purchaserseach Purchaser, severally and not jointly, agree agrees to purchase, (i) the number of Shares shares of Common Stock set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto hereto, at the Per Share Purchase PricePrice and (ii) Common Warrants exercisable for shares of Common Stock as calculated pursuant to Section 2.2(a). Each PurchaseUnless otherwise directed by the Placement Agent, each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” Payment (“DVP”) settlement with the Company or its designeedesignees. The Company shall deliver to each Purchaser its respective Shares and Common Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur remotely by electronic transfer via the exchange of documents and signatures or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” Payment (“DVP”) settlement (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). Unless otherwise directed by the Placement Agent, the Common Warrants shall be issued to each Purchaser in originally signed form, which may be a “.pdf” image thereof at Closing with the original signature page to be delivered promptly thereafter. (b) Notwithstanding anything herein to the contrarycontrary and subject to the satisfaction of the requirements of Section 5.7 hereof, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, 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 any Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), such Purchaser 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 Securities to such Purchaser Person at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser Person prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities hereunder; and provided further 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of $9,000,000 of Shares set forth under the heading “Subscription Amount” on the each Purchaser’s signature page hereto hereto, at the Per Share Purchase Price. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and Pre- Funded Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur take place remotely by electronic transfer of the Closing documentationdocumentation or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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 anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder or as such Purchaser may otherwise choose, in lieu of purchasing shares of Common Stock, Pre-Funded Warrants such Purchaser may elect to purchase in such manner to result in the full Subscription Amount being paid by such Purchaser to the Company, shall not, when aggregated with all other shares of Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.99% of the then issued and outstanding Common Stock outstanding at the Closing immediately after giving effect to the issuance of the Securities on the Closing Date (the “Beneficial Ownership Maximum”), and such Purchaser shall, in lieu of purchasing Shares, purchase Pre-Funded Warrants in such manner to result in such Purchaser not exceeding beneficial ownership of 9.99% and to result in the same aggregate purchase price being paid by such Purchaser to the 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 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of $5,003,250 of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceand Warrants. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of Dykema or such other location as the parties shall mutually agree 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 $5,003,250, less the aggregate Subscription Amount hereunder, of additional Securities to purchasers not party to this Agreement, and will issue to such purchasers such shares of Common Stock, Pre-Funded Warrants, if any, 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, 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 (or its clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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 anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other shares of Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.9% of the then issued and outstanding Common Stock outstanding at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent 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. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph. 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 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 Pre-Funded Warrants) for purposes hereunder.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$2,000,000.65 of Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)Shares, and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of EGS or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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”), if such Purchaser sells to any Person all, or any portion, of the Securities any Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such 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. Notwithstanding anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other shares of Common Stock owned by such Purchaser shall solely be made (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.9% of the then issued and outstanding Common Stock outstanding at the time Closing (the “Beneficial Ownership Maximum”), and such Purchaser elects Purchaser’s Subscription Amount, to effect any the extent 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. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such sale, if anyPurchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$29,000,010 million of Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of Company Counsel or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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”), if such Purchaser sells to any Person all, or any portion, of the Securities any Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The decision to sell any shares of Common Stock by will be made in the sole discretion of such Purchaser shall solely be made at from time to time, including during the time such Purchaser elects to effect any such sale, if anyPre-Settlement Period.

Closing. (a) On the Closing 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 agrees to sell, and the Purchaserseach Purchaser, severally and not jointly, agree agrees to purchase, the number of Shares such Shares, as is set forth under the heading “Subscription Amount” on the such Purchaser’s signature page hereto at the Per Share Purchase Priceattached hereto. The aggregate amount of Shares being purchased by all Purchasers hereunder shall equal approximately $27.5 million. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of Company Counsel or such other location (including remotely by electronic transfer of transmission) as the Closing documentationparties shall mutually agree in writing. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). . Notwithstanding the foregoing or anything else to the contrary herein, the Parties agree and acknowledge that: (bi) the Company shall cause the Shares as is set forth on each Purchaser’s signature page attached hereto to be delivered to such Purchaser; and (ii) delivery of the Subscription Amount by a Purchaser to the Placement Agent (or its clearing firm) shall be deemed to be delivery to the Company for all purposes hereunder, including without limitation, satisfaction of the closing deliverable in Section 2.2(b)(ii). 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 the applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), if such Purchaser sells to any Person all, or any portion, of the Securities any Ordinary Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The decision to sell any shares Shares will be made in the sole discretion of Common Stock by such Purchaser shall solely be made at from time to time, including during the time such Purchaser elects to effect any such sale, if anyPre-Settlement Period.

Closing. The closing of each of the Investment Transaction and the Repurchase Transaction (athe "CLOSING") On shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, or at such other place as may be mutually agreeable to the Purchasers and the Sellers' Representative, at 10:00 a.m., local time, on January 15, 2004 (or such earlier date as may be mutually agreeable to the Purchasers and the Company), or, if any of the conditions to Closing Dateset forth in Section 2 and Section 3 below have not been satisfied or waived by the Party entitled to the benefit thereof on or prior to such date, on the second business day following satisfaction or waiver of such conditions (the "CLOSING DATE"). The Investment Transaction and the Repurchase Transaction shall each constitute a separate transaction hereunder. At the Closing, the Parties shall consummate the Investment Transaction and the Repurchase Transaction in the following manner and in the following order (except that each of the transactions shall be deemed to have been consummated simultaneously and none of the transactions described below shall be consummated unless all of such transactions are consummated): (i) Each Purchaser shall deliver to the Company such Purchaser's portion of the Stock Purchase Price as set forth opposite such Purchaser's name on the SCHEDULE OF PURCHASERS attached hereto, by wire transfer of immediately available funds to an account designated by the Company. (ii) The Company shall deliver to each Purchaser a stock certificate or certificates representing the Preferred Stock purchased by such Purchaser, as set forth opposite such Purchaser's name on the SCHEDULE OF PURCHASERS attached hereto, registered in such Purchaser's name, upon payment of such Purchaser's portion of the terms and subject Stock Purchase Price in the manner described in clause (i) above. (iii) The Company shall pay to the conditions set forth herein, substantially concurrent with Sellers' Representative (on its own behalf and as paying agent for and on behalf of the execution and delivery other Sellers) an amount equal to the Repurchase Price by wire transfer of this Agreement immediately available funds to an account designated by the parties hereto, Sellers' Representative (and with it being understood that the Company agrees Repurchase Price shall be allocated by the Sellers' Representative to sell, and each of the Purchasers, severally and not jointly, agree to purchase, the number of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Subscription Amount Sellers as set forth on the signature page hereto executed SCHEDULE OF SELLERS attached hereto). Any amounts payable to the Sellers in respect of Repurchased Options shall be reduced by the amount of any required tax withholding under applicable federal and state laws, rules and regulations as determined by the Company prior to the Closing (and with all such withheld amounts being remitted by the Company to the applicable taxing authorities promptly following the Closing). (iv) Each of the Sellers shall deliver to the Company the stock certificate or certificates evidencing the Repurchased Shares held by such Purchaser shall be made available for “Delivery Versus Payment” settlement Seller upon payment of the Repurchase Price in the manner described in clause (iii) above, duly endorsed in blank or accompanied by duly executed stock powers, and/or satisfactory evidence of such Seller's acknowledgement and agreement with respect to the Company or its designeerepurchase and cancellation of Repurchased Options. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and Seller a new stock certificate or certificates representing the Company and each Purchaser shall deliver the other items set forth 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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 owned by such Purchaser shall solely be made at Seller which were represented by the time such Purchaser elects certificate(s) delivered pursuant to effect any such sale, if anythis clause (iv) but which were not repurchased by the Company in connection with the Repurchase Transaction.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceapproximately $10,000,000 of Securities. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)and Warrants, and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇ LLP or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement AgentAGP, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 AGP identified by each Purchaser; upon receipt of such Shares, the Placement Agent AGP shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent AGP (or its clearing firm) by wire transfer to the Company). Unless otherwise directed by AGP, the Warrants shall be issued to each Purchaser in originally signed form. (b) 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of $2 million of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceand Warrants. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of Company Counsel or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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”), if such Purchaser sells to any Person all, or any portion, of the Securities any Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The decision to sell any shares of Common Stock by will be made in the sole discretion of such Purchaser shall solely be made at from time to time, including during the time such Purchaser elects to effect any such sale, if anyPre-Settlement Period.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of $[_] of Shares set forth under and Warrants. On the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price. Each Purchase’s Closing Date, (i) each Purchaser shall pay its respective Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall for the Shares and the Warrants to be made issued and sold to such Purchaser at Closing, by wire transfer of immediately available for “Delivery Versus Payment” settlement funds in accordance with the written wire instructions provided by the Company or its designee. The as set forth in Section 2.2(iii), and (ii) the Company shall (A) cause the Transfer Agent via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) to deliver Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, (B) deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)the Warrant such Purchaser is purchasing at such Closing, and in each case, duly executed on behalf of the Company and registered in the name of such Purchaser or its designee and (C) deliver to each such Purchaser shall deliver the other items set forth in Section 2.2 2.2(a) 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. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ or such Shares, other location as the Placement Agent parties shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (b) mutually agree. 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”), if such Purchaser sells to any Person all, or any portion, of the Securities any Ordinary Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Pre- Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The decision to sell any shares Ordinary Shares will be made in the sole discretion of Common Stock by such Purchaser shall solely be made at from time to time, including during the time such Purchaser elects to effect any such sale, if anyPre-Settlement Period.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$_______ of Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)Shares, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction (or waiver) 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. Unless otherwise directed by the Placement AgentAgents, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 Agents identified by each Purchaser; upon receipt of such Shares, the Placement Agent Agents shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent Agents (or its their clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities to such Purchaser Shares at the Closing; provided, provided that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$25,000,000 of Units. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)Shares, Pre-Funded Warrants, if any, and Warrants, and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of LS or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares Shares, the Pre-Funded Warrants and the Warrants shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) 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, delivery of the Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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 Funded Warrants and the Warrants 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 by physical delivery to be received or directed by each Purchaser no later than one (1) business day following the time such Purchaser elects to effect any such sale, if anyClosing Date.

Closing. (a) On the Closing Date, upon 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 agrees to sell, and the Purchasers, severally and not jointly, agree each Purchaser agrees to purchase, Debentures in the number of Shares aggregate principal amount set forth under the heading “Subscription Amount” below such Purchaser’s name on the Purchaser’s signature page hereto of this agreement, up to an aggregate of $5,000,000 in principal amount of the Debentures (the “Aggregate Amount”). (b) The initial closing of the sale and purchase of the Debentures under this Agreement (the “First Closing”) shall take place at 10:00 a.m. on the date hereof, at the Per Share Purchase Priceoffices of Company Counsel, or at such other time or place as the Company and the Purchasers may mutually agree. (c) At any time on or before December 31, 2013 (or at such later time as the Company and the Purchasers of at least a majority of the Debentures purchased at the First Closing may mutually agree), the Company may sell up to the balance of the Aggregate Amount of Debentures not sold or otherwise reserved or issued at the First Closing to such persons as may be selected by the Company (the “Additional Purchasers”). All such sales made at any additional closings (each, an “Additional Closing” and together with the First Closing, each a “Closing” and, collectively, the “Closings”), shall be made on the terms and conditions set forth in this Agreement, and (a) the representations and warranties of the Company set forth in Section 3.1 hereof shall speak as of the date of such Additional Closing and (b) the representations and warranties of the Additional Purchasers in Section 4 hereof shall speak as of the date of such Additional Closing. (d) Any Debentures sold pursuant to this Section 2.1 shall be deemed to be “Debentures” for all purposes under this Agreement and any Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement. Such Additional Purchasers shall become parties to this Agreement and shall have the rights and obligations of Purchasers hereunder; and the respective exhibits to this Agreement shall be revised to reflect such Additional Purchasers. Each PurchasePurchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with Purchaser, and the Company or its designee. The Company shall deliver to each Purchaser its respective Shares Debenture, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 each Additional Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the 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 offices of Company Counsel or such Shares, other location as the Placement Agent parties shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company)mutually agree. (b) 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$[*] of Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a)Shares, and the Company and each Purchaser shall deliver the other items set forth 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. Unless otherwise directed by the Placement AgentAgents, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the 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 Agents identified by each Purchaser; upon receipt of such Shares, the Placement Agent Agents shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent Agents (or its clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing foregoing 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 Ordinary Shares to any Person and that any such decision to sell any shares of Common Stock Ordinary Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any. Notwithstanding anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other Ordinary Shares owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.9% of the then issued and outstanding Ordinary Shares outstanding at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent 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. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph.

Closing. (a) On the Closing 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 agrees to sell, and the Purchaserseach Purchaser, severally and not jointly, agree agrees to purchase, the such number of Ordinary Shares determined by dividing such Purchaser’s Subscription amount as set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at by the Per Share Purchase Price. Each PurchasePurchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” Payment (“DVP”) settlement with the Company or its designeedesignees. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a2.3(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur remotely by electronic transfer via the exchange of documents and signatures or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed agreed by the Placement AgentParties, settlement of the Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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 Ordinary Shares to any Person and that any such decision to sell any shares of Common Stock Ordinary Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any. (c) The Closing Date shall occur no later than the date that is fourteen (14) calendar days following the execution of this Agreement by the Purchaser and the Company.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Priceapproximately $[•] million of Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of Company Counsel or such other location (including remotely by electronic transfer of transmission) as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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”), if such Purchaser sells to any Person all, or any portion, of the Securities any Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities Shares hereunder; and provided further 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 such Purchaser shall sell any shares of Common Stock to any Person and that any such Period. The decision to sell any shares of Common Stock by will be made in the sole discretion of such Purchaser shall solely be made at from time to time, including during the time such Purchaser elects to effect any such sale, if anyPre-Settlement Period.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $3,070,000 of Ordinary Shares as determined pursuant to Section 2.2(a); provided, however, that, solely to the number extent a Purchaser determines to purchase, in its sole discretion, Pre-Funded Warrants in lieu of Ordinary Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Pre-Funded Warrant Purchase Price, such Purchaser may purchase Pre-Funded Warrants in lieu of Ordinary Shares. Each PurchasePurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and, if applicable, a Pre-Funded Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of Company Counsel or such other location (including remotely by electronic transfer of transmission) as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” DVP (i.e., on the 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 (or its clearing firm) by wire transfer to the Company). (b) . 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 Securities Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement SecuritiesShares”), 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 Securities to such Purchaser Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for purchase price of such Pre-Settlement Securities 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 Ordinary Shares to any Person and that any such decision to sell any shares of Common Stock Ordinary Shares 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 Pre-Funded Warrants) delivered on or prior to 4:00 p.m. (New York City time) on the Trading Day prior to 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 Pre-Funded Warrants) for purposes hereunder.

Closing. (a) On the Closing 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 agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number up to an aggregate of Shares set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto at the Per Share Purchase Price$______________ of ADSs and Warrants exercisable for ADSs as calculated pursuant to 2.2(a). Each PurchasePurchaser shall deliver to the Escrow Agent, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with and the Company or its designee. The Company shall deposit the Shares and instruct the Depositary to deliver to each Purchaser its respective Shares ADSs and Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth 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 occur at the offices of EGS or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares ADSs 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 SharesADSs, the Placement Agent shall promptly electronically deliver such Shares ADSs to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). (b) 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 Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), 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 Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities 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.