Common use of Settlement Clause in Contracts

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation), as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Share, the Company shall round such fraction of an Ordinary Share up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and such Intraday VWAP Purchase(s) (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation), as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two one (21) Trading Days day following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Settlement Date, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The payment for, against simultaneous delivery of, Shares constituting in respect of each VWAP Purchase shall be settled on the applicable VWAP Purchase Share Amount to be purchased by the Investor in a Date for such VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement DatePurchase. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of of: (ia) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) ); and (iib) the applicable VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation), in each case as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 on the same Trading Day that the Investor receives such Shares as DWAC Shares in accordance with this Agreement, if all of such Shares are so received by the Investor before 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchaseor, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account payment therefor shall occur be made on the Trading Day next immediately following the Trading Day on which the Investor shall have has received all of such Shares as DWAC Shares. If the Company or its transfer agent the Transfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either either: (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, ; or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by or wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase or such Intraday VWAP Purchase(s) (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Common Shares to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two (2) one Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Common Shares so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). The 5 Company shall not issue any fraction of an Ordinary a Common Share upon to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the any issuance would result in the issuance of a fraction of an Ordinary a Common Share, the Company shall round such fraction of an Ordinary a Common Share up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting (i) the applicable VWAP Market Open Purchase Share Amount to be purchased by the Investor in a VWAP each Market Open Purchase, (ii) the applicable Intraday Purchase Share Amount purchased by the Investor in each Intraday Purchase, (iii) the applicable Pre-Market Purchase Share Amount purchased by the Investor in each Pre-Market Purchase, and (iv) the applicable Post-Market Purchase Share Amount purchased by the Investor in each Post-Market Purchase, as applicable, in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the VWAP Trading Day immediately following the Purchase Settlement Date for such Purchase (the “Purchase Share Delivery Date”). For Subject to the provisions set forth in Section 10.1(ii) regarding deductions from the amount otherwise payable to the Company under this Section 3.4 for partial satisfaction of the Commitment Fee, for each VWAP PurchasePurchase effected by the Company under this Article III, the Investor shall pay to the Company an amount in cash equal to the product of (ia) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in b) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such SharesShares purchased by the Investor in such Purchase, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.4, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reason, reason (other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions) to deliver to the Investor, to electronically transfer as DWAC Shares, any Shares as DWAC Shares purchased by the Investor in respect of a VWAP Purchase within two (2) Trading Days following the receipt effected by the Company of under this Article III, prior to 10:00 a.m., New York City time, on the Trading Day immediately following the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For Subject to the provisions set forth in Section 10.1(ii) regarding deductions from the amount otherwise payable to the Company under this Section 3.3 for partial satisfaction of the Remaining Commitment Fee, for (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase or such Intraday VWAP Purchase(s) (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 1:00 p.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two (2) one Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the any issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date. (a) For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (ia) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in b) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable “VWAP Purchase ConfirmationAmount”), as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds, not later than 10:00 a.m., New York City time, on the Trading Day immediately following the applicable VWAP Purchase on Date for such VWAP Purchase Settlement Date (each a “VWAP Purchase Share Delivery Date”). (b) No later than noon New York City time, on a VWAP Purchase Share Delivery Date, the Investor shall: (i) email the Company the federal reference number in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any respect of such Shares are received by VWAP Purchase Amount (the “Fed Ref”) and (ii) initiate the DWAC request in respect of such VWAP Purchase Share Amount. (c) Provided that the Investor after 1:00 has complied with its obligations under Section 3.2(b), no later than 1:30 p.m., New York City time, on a VWAP Purchase Share Delivery Date, the Company shall deliver to the Transfer Agent irrevocable instructions instructing the Transfer Agent to deliver the applicable VWAP Purchase Settlement Date, then Share Amount by accepting the Company’s receipt DWAC request from the Investor in respect of the funds representing the VWAP Purchase Price for such Share Amount. Subject to the immediately preceding sentence, Shares constituting the applicable VWAP Purchase Share Amount purchased by the Investor in its designated bank account each VWAP Purchase shall occur be validly issued to the Investor as DWAC Shares as promptly as reasonably practicable, on the VWAP Purchase Share Delivery Date, but no later than noon New York City Time, on the Trading Day next immediately following the Trading Day on which applicable VWAP Purchase Share Delivery Date for such VWAP Purchase (it being acknowledged and agreed that the Company may not deliver any additional VWAP Purchase Notice to the Investor shall have received until all of such Shares subject to such VWAP Purchase, and all Shares subject to all prior VWAP Purchase Notices, have been received by the Investor as DWAC Shares. Shares in accordance with this Agreement, unless expressly waived by the Investor). (d) If the Company or its transfer agent the Transfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer (as defined below) to email the Fed Ref to the Company or set up a DWAC and required instructions, pursuant to electronically transfer Section 3.2(b), to issue to the Investor, as DWAC Shares, any Shares as DWAC Shares purchased by the Investor in respect of a VWAP Purchase within two (2) prior to noon, New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Share Delivery Date for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissionscommissions and other associated fees, if any) for the Ordinary Shares so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares (and the Investor’s obligation to purchase such Shares from the Company) shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. ; provided, however, that the Investor agrees to use its commercially reasonable efforts to purchase Shares in respect of the Cover Price only in normal brokerage transactions at the prevailing price per Share then available. (e) The Company shall not issue any fraction of an Ordinary a Share upon to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary a Share, the Company shall round such fraction of an Ordinary a Share up or down to the nearest whole share. Share. (f) All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the Trading Day immediately following the applicable VWAP Purchase Settlement Date for such VWAP Purchase (the “VWAP Purchase Share Delivery Date”) (it being acknowledged and agreed that the Company may not deliver any additional VWAP Purchase Notice to the Investor until all such Shares subject to such VWAP Purchase, and all Shares subject to all prior VWAP Purchase Notices, have been received by the Investor as DWAC Shares in accordance with this Agreement). For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (ia) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in b) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the Trading Day immediately following the applicable VWAP Purchase Settlement Share Delivery Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) prior to 10:30 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Share Delivery Date for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the first (1st) Trading Day immediately following the VWAP Purchase Date for such VWAP Purchase (each, a “VWAP Purchase Settlement Date”). For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation), as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable purchase price VWAP Purchase Price therefor in compliance with this Section 3.2, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the Trading Day immediately following the applicable VWAP Purchase Settlement Date for such VWAP Purchase (the “VWAP Purchase Share Delivery Date”) (it being acknowledged and agreed that the Company may not deliver any additional VWAP Purchase Notice to the Investor until all such Shares subject to such VWAP Purchase, and all Shares subject to all prior VWAP Purchase Notices, have been received by the Investor as DWAC Shares in accordance with this Agreement). For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (ia) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in b) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable “VWAP Purchase ConfirmationAmount”), as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the Trading Day immediately following the applicable VWAP Purchase Settlement Share Delivery Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall accounts may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Investor fails to pay the VWAP Purchase Amount when due, the Investor will return the DWAC Shares to the Company. If the Company or its transfer agent the Transfer Agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) prior to 10:30 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Share Delivery Date for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation obligations to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation obligations to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase provided, however, that the Investor agrees to use its commercially reasonable efforts to purchase shares of Common Stock in respect of the Cover Price only in normal brokerage transactions at the prevailing price per share of Common Stock then available. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation), as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase, and the Shares constituting the applicable Fixed VWAP Purchase Share Amount purchased by the Investor in each Fixed VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase, such Intraday VWAP Purchase Settlement or such Fixed VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For Subject to the cash amounts to be withheld by the Investor as set forth in the immediately following sentence of this Section 3.4, for (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase(s) and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase(s), and (c) each Fixed VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Fixed VWAP Purchase and (2) the applicable Fixed VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Fixed VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP Purchase, such Intraday VWAP Purchase(s) or such Fixed VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase, such Intraday VWAP Purchase(s) or such Fixed VWAP Purchase (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.4, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. Pursuant to Section 10.1(ii), the Company and the Investor acknowledge and agree that the Investor shall withhold (i) an amount in cash equal to ten percent (10%) from the total aggregate VWAP Purchase Price payable by the Investor to the Company for the applicable VWAP Purchase Share Amount in connection with each VWAP Purchase effected by the Company pursuant to this Agreement, (ii) an amount in cash equal to ten percent (10%) from the total aggregate Intraday VWAP Purchase Price payable by the Investor to the Company for the applicable Intraday VWAP Purchase Share Amount in connection with each Intraday VWAP Purchase effected by the Company pursuant to this Agreement, and (iii) an amount in cash equal to ten percent (10%) from the total aggregate Fixed VWAP Purchase Price payable by the Investor to the Company for the applicable Fixed VWAP Purchase Share Amount in connection with each Fixed VWAP Purchase effected by the Company pursuant to this Agreement, in each case, until the Investor shall have received from such cash withholding(s) (when added together with any cash payments by the Company to the Investor that do not arise from such withholdings that the Company directs the Investor to apply towards payment of the Commitment Fee, if any) a total aggregate amount in cash up to $450,000, representing the entire Commitment Fee payable to the Investor pursuant to this Agreement, and upon the Investor’s receipt of a total aggregate amount in cash up to $450,000 from such withholdings (and/or such other cash payments from the Company to the Investor to be applied towards payment of the Commitment Fee, if any), the Investor shall not withhold any additional cash amounts from the purchase prices payable by the Investor to the Company in connection with any VWAP Purchase, Intraday VWAP Purchase or Fixed VWAP Purchase effected pursuant to this Agreement. For the avoidance of doubt, all portions of the Commitment Fee, when withheld by the Investor in accordance with this Section 3.4 and Section 10.1(ii) (and/or when otherwise paid to the Investor in accordance with Section 10.1(ii), as the case may be), shall be fully earned by the Investor as of the date of withholding or payment, as applicable, and shall be non-refundable. If the Company or its transfer agent shall fail for any reason, reason (other than a failure of the Investor or its Broker-Dealer (as defined herein) to set up a DWAC and required instructions) to deliver to the Investor, to electronically transfer as DWAC Shares, any Shares as DWAC Shares purchased by the Investor in respect of a VWAP Purchase, an Intraday VWAP Purchase within two (2) or a Fixed VWAP Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase, such Intraday VWAP Purchase or such Fixed VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP Purchase, such Intraday VWAP Purchase or such Fixed VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase, such Intraday VWAP Purchase or such Fixed VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP Purchase, Intraday VWAP Purchase or Fixed VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The payment for, against simultaneous delivery of, Shares constituting in respect of each VWAP Purchase shall be settled on the applicable VWAP Purchase Share Amount to be purchased by the Investor in a Date for such VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement DatePurchase. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of of: (ia) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) ); and (iib) the applicable VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation), in each case as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 on the same Trading Day that the Investor receives such Shares as DWAC Shares in accordance with this Agreement, if all of such Shares are so received by the Investor before 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchaseor, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account payment therefor shall occur be made on the Trading Day next immediately following the Trading Day on which the Investor shall have has received all of such Shares as DWAC Shares. If the Company or its transfer agent the Transfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two three (23) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two three (23) Trading Days after the Investor’s request, either either: (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, ; or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by or wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting in respect of a Fixed Purchase shall be delivered to the Investor as DWAC Shares not later than 10:00 a.m., New York City time, on the Trading Day immediately following the applicable Fixed Purchase Date for such Fixed Purchase (it being acknowledged and agreed that the Company may not deliver any additional Fixed Purchase Notice, VWAP Purchase Share Amount Notice or Additional VWAP Purchase Notice to be the Investor until all such Shares subject to such Fixed Purchase, and all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices and Additional VWAP Purchase Notices (as applicable), have been received by the Investor as DWAC Shares in accordance with this Agreement). For each Fixed Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (a) the total number of Shares purchased by the Investor in such Fixed Purchase and (b) the applicable Fixed Purchase Price for such Shares, as full payment for such Shares purchased in such Fixed Purchase, via wire transfer of immediately available funds, not later than 5:00 p.m., New York City time, on the second (2nd) Trading Day immediately following the Trading Day on which the Investor received all of such Shares as DWAC Shares. The Shares in respect of a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the applicable VWAP Purchase Settlement DateDate for such VWAP Purchase (it being acknowledged and agreed that the Company may not deliver any additional Fixed Purchase Notice, VWAP Purchase Notice or Additional VWAP Purchase Notice to the Investor until all such Shares subject to such VWAP Purchase, and all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices and Additional VWAP Purchase Notices (as applicable), have been received by the Investor as DWAC Shares in accordance with this Agreement). For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (ia) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in b) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such SharesShares purchased in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the second (2nd) Trading Day immediately following the Trading Day on which the Investor received all of such Shares as DWAC Shares. The Shares in respect of an Additional VWAP Purchase Settlement shall be delivered to the Investor as DWAC Shares not later than 10:00 a.m., New York City time, on the Trading Day immediately following the applicable Additional VWAP Purchase Date for such Additional VWAP Purchase (it being acknowledged and agreed that the Company may not deliver any additional Fixed Purchase Notice, VWAP Purchase Notice or Additional VWAP Purchase Notice to the Investor until all such Shares subject to such Additional VWAP Purchase, provided and all Shares subject to all prior Fixed Purchase Notices, VWAP Purchase Notices and Additional VWAP Purchase Notices (as applicable), have been received by the Investor as DWAC Shares in accordance with this Agreement). For each Additional VWAP Purchase, the Investor shall have timely received, as DWAC Shares, all pay to the Company an amount in cash equal to the product of such (a) the total number of Shares purchased by the Investor in such Additional VWAP Purchase on such and (b) the applicable Additional VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2Price for such Shares, it being hereby acknowledged and agreed that if any of as full payment for such Shares are received by the Investor after 1:00 purchased in such Additional VWAP Purchase, via wire transfer of immediately available funds, not later than 5:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the second (2nd) Trading Day next immediately following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If the Company or its transfer agent the Transfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, reason to electronically transfer any Shares as DWAC Shares in respect of a Fixed Purchase, a VWAP Purchase within two or an Additional VWAP Purchase (2as applicable) Trading Days following the receipt by the Company of before 5:00 p.m., New York City time, on the applicable purchase price therefor Trading Day on which such Shares are required to be delivered to the Investor as DWAC Shares in compliance with this Section 3.2respect of such Fixed Purchase, such VWAP Purchase or such Additional VWAP Purchase (as applicable), and if on or after such applicable Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such Fixed Purchase, VWAP PurchasePurchase or Additional VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such Fixed Purchase, VWAP PurchasePurchase or Additional VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any VWAP Fixed Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Share, the Company shall round such fraction of an Ordinary Share up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.VWAP

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount net amount of cash to be purchased paid to Buyer by Seller pursuant to Section 2.3(c) less the Investor in a VWAP Purchase amount owed Seller by Buyer pursuant to Section 2.2 and any Employee Reimbursements shall be delivered netted with the amount due the appropriate party under Section 2.3(d) to determine the Investor closing payment due Buyer from Seller as DWAC Shares of the Closing (the "Closing Payment"). Because the parties acknowledge that certain amounts to be paid may not later than 1:00 p.m., New York City time, on be finally determinable until after the VWAP Purchase Settlement Closing Date. For each VWAP Purchase, the Investor shall Closing Payment will be paid as follows: (a) On the Closing Date, Seller will pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation), as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Share, the Company shall round such fraction of an Ordinary Share up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America Buyer by wire transfer of immediately available funds no later than 12:00 noon on the Closing Date to an account designated by Buyer, the Closing Payment (such Closing Payment to be estimated based on account balances as of the Company may close of business on the third Business Day immediately prior to the Closing Date); and (b) On the first Business Day after the Closing, Seller shall provide Buyer with a closing settlement statement of the Closing Payment calculated pursuant to this Section 4.2 to accurately reflect the Deposits, Net Book Value for each Fixed Asset, the Net Book Value plus Accrued Interest of the Account Loans, Cash on Hand and Employee Reimbursements, all as of the Closing Date relating to the Branch. Buyer or Seller, as appropriate, shall, on such date, pay to the other party any amount payable (based upon the difference between the Closing Payment calculated pursuant to subparagraph (a) above and calculated pursuant to this subparagraph) by wire transfer in immediately available funds to an account designated by the receiving party together with interest from time the Closing Date to time designate by written notice the date of payment in accordance with full at the provisions overnight Federal Funds rate in effect for each such day, as published in the Wall Street Journal; provided, however, that if such payment is made after three (3) Business Days from the first Business Day after the Closing, then such amount shall bear interest calculated at the average weighted cost of the Deposits transferred to Buyer pursuant to this Agreement. Whenever Unless otherwise specified in this Agreement, any amount expressed amounts required to be paid pursuant hereto which are not paid when required to be paid shall bear interest from the due by date until paid in full at the terms overnight Federal Funds rate in effect for each day, as published in the Wall Street Journal (it being understood that on days on which the Wall Street Journal is not published interest shall accrue at the overnight Federal Funds rate in effect on the most recent day on which the Wall Street Journal was published); provided, however, that if such payment is made after three (3) Business Days from the due date, then such amount shall bear interest calculated at the average weighted cost of the Deposits transferred to Buyer pursuant to this Agreement. Any payment pursuant to this Agreement is due on any day that is not a Trading Day, the same sent after 12:00 noon shall instead be due deemed to have been made on the next succeeding Business Day. All references to hours of the day that is a Trading Dayin this Agreement shall be references to California time.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and such Intraday VWAP Purchase(s) (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. The Company and the Investor acknowledge and agree that the Investor shall withhold an amount in cash equal to the Cash Commitment Fee from the total aggregate VWAP Purchase Price payable by the Investor to the Company in connection with the first VWAP Purchase effected by the Company pursuant to this Agreement, or, if the Company effects an Intraday VWAP Purchase prior to the first VWAP Purchase effected pursuant to this Agreement, then the Investor shall withhold an amount in cash equal to the Cash Commitment Fee from the total aggregate Intraday VWAP Purchase Price payable by the Investor to the Company in connection with the first Intraday VWAP Purchase effected by the Company pursuant to this Agreement, without duplication, as payment by the Company to the Investor of the Cash Commitment Fee pursuant to and in accordance with Section 10.1(ii)(b), and upon such withholding by the Investor of such cash amount equal to the Cash Commitment Fee from such total aggregate VWAP Purchase Price or from such total aggregate Intraday VWAP Purchase Price, as applicable, payable by the Investor to the Company pursuant to this Agreement, the Investor shall not withhold any additional cash amounts from the total aggregate purchase prices payable by the Investor to the Company in connection with any VWAP Purchase or Intraday VWAP Purchase effected pursuant to this Agreement. For the avoidance of doubt, (x) the Cash Commitment Fee shall be fully earned by the Investor as of the Closing Date and shall be non-refundable when withheld by the Investor (or when paid by the Company to the Investor, as applicable) in accordance with this Section 3.3 and Section 10.1(ii)(b), regardless of whether any additional VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement, and (y) in the event that the Commencement shall not occur under this Agreement or, if the Commencement shall occur, in the event that no VWAP Purchase or Intraday VWAP Purchase is effected pursuant to this Agreement prior to the termination of this Agreement pursuant to Article VIII, then, in either case, upon the termination of this Agreement pursuant to Article VIII, the Company shall pay the Cash Commitment Fee to the Investor, by wire transfer of immediately available funds to an account designated by the Investor, not later than 5:00 p.m., New York City time, on the third (3rd) the Trading Day immediately following the date of termination of this Agreement pursuant to Article VIII. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement DateShare Delivery Date (it being acknowledged and agreed that the Company may not deliver any additional VWAP Purchase Notice to the Investor until all such Shares subject to such VWAP Purchase, and all Shares subject to all prior VWAP Purchase Notices, have been received by the Investor as DWAC Shares in accordance with this Agreement). For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (ia) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in b) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable “VWAP Purchase ConfirmationAmount”), as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 5:30 p.m., New York City time, on the second Trading Day following the date of the applicable VWAP Purchase Settlement Date Share Notice (the “Share Delivery Deadline”) for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by . If the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing fails to pay the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which Amount when due, the Investor shall have received all of such will return the DWAC Shares as DWAC Sharesto the Company. If the Company or its transfer agent the Transfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer deliver to the Investor, as DWAC Shares, any Shares as DWAC Shares purchased by the Investor in respect of a VWAP Purchase within two (2) prior to 10:30 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Share Delivery Date for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, ​ ​ either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase; provided, however, that that Investor agrees to use its commercially reasonable efforts to purchase shares of Common Stock in respect of the Cover Price only in normal brokerage transactions at the prevailing price per share of Common Stock then available. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.​

Settlement. The Shares constituting For each VWAP Purchase, (1) on the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares Exercise Date, not later than 1:00 p.m.9:30 a.m., New York City time, on time (unless another time shall be agreed by the VWAP Purchase Settlement Date. For each VWAP PurchaseInvestor and the Company), the Investor shall pay to the Company an amount in cash in Dollars by wire transfer in immediately available funds equal to the product of (x) the product of (i) the total number of Shares VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) €0.12, and (y) the VWAP Purchase Price for such Shares (as confirmed exchange rate between Dollars and Euros in the applicable VWAP Purchase Confirmation), as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase effect on such VWAP Purchase Settlement Exercise Date in accordance with as published by the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any United States Federal Reserve Board plus an additional 10% of such Shares are received calculated amount to account for possible changes in the exchange rate between Dollars and Euros (each such payment, a “Nominal Value Settlement Payment”), (2) subject to receipt by the Investor after 1:00 Company of the applicable Nominal Value Settlement Payment, not later than 2:30 p.m., New York City time, on the applicable VWAP Purchase Exercise Date, the Company shall cause the applicable VWAP Purchase Share Amount to be delivered to the Investor as DWAC Shares and (3) on the first (1st) Trading Day immediately following the applicable VWAP Purchase Exercise Date for such VWAP Purchase (the “VWAP Purchase Settlement Date”), then subject to receipt of such DWAC Shares, not later than 3:30 p.m., New York City time (unless another time shall be agreed to by the Investor and the Company’s receipt ) on the applicable VWAP Purchase Exercise Date, the Investor shall pay to the Company an amount in cash in Dollars by wire transfer in immediately available funds equal to (x) the product of (i) the funds representing total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase and (ii) the applicable VWAP Purchase Price for such Shares in its designated bank account shall occur on minus (y) the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Sharesapplicable Nominal Value Settlement Payment. If the Company or its transfer agent shall fail for any reason, other than a failure of (i) the Investor or its Broker-Dealer to set up a DWAC and required instructionsinstructions or (ii) the Investor to deliver the applicable Nominal Value Settlement Payment, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) Trading Days following the receipt by the Company of prior to 3:30 p.m. New York City time on the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Exercise Date, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Class A Ordinary Shares to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s requestrequest and at the Company’s option, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Class A Ordinary Shares so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares (and the Investor’s obligation to purchase such Shares from the Company) shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an a Class A Ordinary Share upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an a Class A Ordinary Share, the Company shall round such fraction of an a Class A Ordinary Share Shares up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The payment for, against delivery of, Shares constituting in respect of each Fixed Purchase shall be settled on the Trading Day immediately following the applicable Fixed Purchase Date for such Fixed Purchase (each, a “Fixed Purchase Settlement Date”). The payment for, against delivery of, Shares in respect of each VWAP Purchase shall be settled on the applicable VWAP Purchase Share Amount to be purchased by the Investor in a Settlement Date for such VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement DatePurchase. For each Fixed Purchase and each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to to, (i) in the case of a Fixed Purchase, the product of (iA) the total number of Shares purchased by the Investor in such Fixed Purchase and (B) the applicable Fixed Purchase Price for such Shares, and (ii) in the case of a VWAP Purchase, the product of (A) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (iiB) the applicable VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation), in each case as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 on the same Trading Day that the Investor receives such Shares as DWAC Shares in accordance with this Agreement, if all of such Shares are so received by the Investor before 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchaseor, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account payment therefor shall occur be made on the Trading Day next immediately following the Trading Day on which the Investor shall have has received all of such Shares as DWAC Shares (it being acknowledged and agreed that the Company may not deliver any additional Fixed Purchase Notices or any additional VWAP Purchase Notices to the Investor unless all such Shares, and all Shares subject to all prior Fixed Purchase Notices and all prior VWAP Purchase Notices delivered by the Company to the Investor pursuant to this Agreement, have been received by the Investor as DWAC Shares). If the Company or its transfer agent the Transfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, reason to electronically transfer any Shares as DWAC Shares in respect of a Fixed Purchase or a VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.23.3, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such Fixed Purchase or VWAP PurchasePurchase (as applicable), then the Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such Fixed Purchase or VWAP PurchasePurchase (as applicable). The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any Fixed Purchase or VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and such Intraday VWAP Purchase(s) (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) of Ordinary Shares to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Share, the Company shall round such fraction of an Ordinary Share up or down to the nearest whole shareOrdinary Share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and such Intraday VWAP Purchase(s) (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All DOCPROPERTY "CUS_DocIDChunk0" payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement DateShare Delivery Date (it being acknowledged and agreed that the Company may not deliver any additional VWAP Purchase Notice to the Investor until all such Shares subject to such VWAP Purchase, and all Shares subject to all prior VWAP Purchase Notices, have been received by the Investor as DWAC Shares in accordance with this Agreement). For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the applicable VWAP Purchase Price for such Shares (as confirmed in the applicable “VWAP Purchase ConfirmationAmount”), as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the second (2nd) Trading Day following the applicable VWAP Purchase Settlement Share Delivery Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by ,. If the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing fails to pay the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which Amount when due, the Investor shall have received all of such will return the DWAC Shares as DWAC Sharesto the Company. If the Company or its transfer agent the Transfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer deliver to the Investor, as DWAC Shares, any Shares as DWAC Shares purchased by the Investor in respect of a VWAP Purchase within two (2) prior to 10:30 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company date of the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Notice (the “Share Delivery Deadline”) for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase; provided, however, that the Investor agrees to use its commercially reasonable efforts to purchase shares of Common Stock in respect of the Cover Price only in normal brokerage transactions at the prevailing price per share of Common Stock then available. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement DateShare Delivery Date (as defined below), it being acknowledged and agreed that the Company may not deliver any additional VWAP Purchase Notice to the Investor until all such Shares subject to such VWAP Purchase, and all Shares subject to all prior VWAP Purchase Notices, have been received by the Investor as DWAC Shares in accordance with this Agreement. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (ia) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in b) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable “VWAP Purchase ConfirmationAmount”), as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 5:30 p.m., New York City time, on the second Trading Day following the date of the applicable VWAP Purchase Settlement Date Notice (subject to any delays that are imposed through no fault of the Company by the transfer agent, exchange or clearinghouse, the “VWAP Purchase Share Delivery Date”) for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by . If the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing fails to pay the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which Amount when due, the Investor shall have received all of such will return the DWAC Shares as DWAC Sharesto the Company. If the Company or its the transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer deliver to the Investor, as DWAC Shares, any Shares as DWAC Shares purchased by the Investor in respect of a VWAP Purchase within two (2) prior to 10:30 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Share Delivery Date for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase; provided, however, that that Investor agrees to use its commercially reasonable efforts to purchase shares of Common Stock in respect of the Cover Price only in normal brokerage transactions at the prevailing price per share of Common Stock then available. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase or such Intraday VWAP Purchase(s) (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. The Company and the Investor acknowledge and agree that the Investor shall withhold an amount in cash equal the Commitment Fee from the total aggregate VWAP Purchase Price payable by the Investor to the Company in connection with the first VWAP Purchase effected by the Company pursuant to this Agreement, or, if the Company effects an Intraday VWAP Purchase prior to the first VWAP Purchase effected pursuant to this Agreement, then the Investor shall withhold and an amount in cash equal to the Commitment Fee from the total aggregate Intraday VWAP Purchase Price payable by the Investor to the Company in connection with the first Intraday VWAP Purchase effected by the Company pursuant to this Agreement, as payment by the Company to the Investor of the Commitment Fee pursuant to and in accordance with Section 10.1(ii), and upon such withholding by the Investor of the cash amount equal to the Commitment Fee from such total aggregate VWAP Purchase Price or from such total aggregate Intraday VWAP Purchase Price, as applicable, payable by the Investor to the Company pursuant to this Agreement, the Investor shall not withhold any additional cash amounts from the total aggregate purchase prices payable by the Investor to the Company in connection with any VWAP Purchase or Intraday VWAP Purchase effected pursuant to this Agreement. For the avoidance of doubt, (x) the Commitment Fee shall be fully earned by the Investor as of the Closing Date and shall be non-refundable when withheld by the Investor (or when paid by the Company to the Investor, as applicable) in accordance with this Section 3.3 and Section 10.1(ii), regardless of whether any additional VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement, and (y) in the event that the Commencement shall not occur under this Agreement or, if the Commencement shall occur, in the event that no VWAP Purchase or Intraday VWAP Purchase is effected pursuant to this Agreement prior to the termination of this Agreement pursuant to Article VIII, then, in either case, upon the termination of this Agreement pursuant to Article VIII, the Company shall pay the Commitment Fee to the Investor, by wire transfer of immediately available funds to an account designated by the Investor, not later than 5:00 p.m., New York City time, on the third (3rd) Trading Day immediately following the date of termination of this Agreement pursuant to Article VIII. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 1:00 p.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two (2) one Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the any issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase shall Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall, in accordance with Section 10.1(iii), be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and Intraday VWAP Purchase (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent Transfer Agent shall fail for any reasonreason to deliver to the Investor, as DWAC Shares in accordance with the first sentence of this Section 3.3, any Shares purchased by the Investor in a VWAP Purchase or an Intraday VWAP Purchase prior to 1:00 p.m., New York City time, on the Trading Day immediately following the applicable Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable) (other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable) then, provided that the Investor has used its commercially reasonable efforts to purchase such Ordinary Shares only in normal brokerage transactions at a fair prevailing price per Ordinary Share then available, the Company shall, within two one (21) Trading Days Day after the Investor’s requestrequest and subject to and conditioned upon the prior receipt by the Company of the Investor’s payment for the VWAP Purchase Price and Intraday VWAP Purchase Price (as applicable) in full, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased (the “Cover Price”), ) at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares in accordance with the first sentence of this Section 3.3 and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with for such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share upon any Purchase or Intraday VWAP PurchasePurchase (as applicable). If the any issuance would result in the issuance of a fraction of an Ordinary Share, the Company shall round such fraction of an Ordinary Share up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the applicable VWAP Purchase Price for such Shares (as confirmed in the applicable “VWAP Purchase ConfirmationAmount”), as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the second (2nd) Trading Day following the applicable VWAP Purchase Settlement Share Delivery Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.2. If the Investor fails to pay the VWAP Purchase Amount when due, it being hereby acknowledged and agreed the Investor will return the DWAC Shares to the Company; provided that if the foregoing shall not be construed as excusing the Investor from consummating any VWAP Purchase in respect of such each validly delivered VWAP Purchase Notice. If the Company or the Transfer Agent shall fail for any reason to deliver to the Investor, as DWAC Shares, any Shares are received purchased by the Investor after 1:00 p.m.in a VWAP Purchase prior to 10:30 a.m., New York City time, on the Trading Day immediately following the date of the applicable VWAP Purchase Settlement Date, then Share Notice (the Company’s receipt of the funds representing the VWAP Purchase Price “Share Delivery Deadline”) for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares (and the Investor’s obligation to purchase such Shares from the Company) shall terminate, offset by any amount of the VWAP Purchase Price for the applicable Shares unpaid by the Investor, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be subscribed for and purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount subscribed for and purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be allotted, issued and delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares subscribed for and purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares subscribed for and purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares subscribed for and purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares subscribed for and purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares subscribed for and purchased by the Investor in such VWAP Purchase and Intraday VWAP Purchase (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Brokerbroker-Dealer dealer to set up a DWAC and required instructions, to electronically transfer allot, issue and deliver to the Investor, as DWAC Shares, any Shares as DWAC Shares subscribed for and purchased by the Investor in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor subscribes for and purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so subscribed for and purchased (the “Cover Price”), at which point the Company’s obligation to allot, issue and deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to allot, issue and deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be subscribed for and purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). The Company shall not issue any fraction of an a share of Ordinary Share upon Shares to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an a share of Ordinary ShareShares, the Company shall round such fraction of an a share of Ordinary Share Shares up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such bank account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and for (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and such Intraday VWAP Purchase(s) (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. The Company and the Investor acknowledge and agree that the Investor shall withhold an amount in cash equal to the Cash Commitment Fee from the total aggregate VWAP Purchase Price payable by the Investor to the Company in connection with the first VWAP Purchase effected by the Company pursuant to this Agreement, or, if the Company effects an Intraday VWAP Purchase prior to the first VWAP Purchase effected pursuant to this Agreement, then the Investor shall withhold an amount in cash equal to the Cash Commitment Fee from the total aggregate Intraday VWAP Purchase Price payable by the Investor to the Company in connection with the first Intraday VWAP Purchase effected by the Company pursuant to this Agreement, without duplication, as payment by the Company to the Investor of the Cash Commitment Fee pursuant to and in accordance with Section 10.1(ii)(b), and upon such withholding by the Investor of such cash amount equal to the Cash Commitment Fee from such total aggregate VWAP Purchase Price or from such total aggregate Intraday VWAP Purchase Price, as applicable, payable by the Investor to the Company pursuant to this Agreement, the Investor shall not withhold any additional cash amounts from the total aggregate purchase prices payable by the Investor to the Company in connection with any VWAP Purchase or Intraday VWAP Purchase effected pursuant to this Agreement. For the avoidance of doubt, (x) the Cash Commitment Fee shall be fully earned by the Investor as of the Closing Date and shall be non-refundable when withheld by the Investor (or when paid by the Company to the Investor, as applicable) in accordance with this Section 3.3 and Section 10.1(ii)(b), regardless of whether any additional VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement, and (y) in the event that the Commencement shall not occur under this Agreement or, if the Commencement shall occur, in the event that no VWAP Purchase or Intraday VWAP Purchase is effected pursuant to this Agreement prior to the termination of this Agreement pursuant to Article VIII, then, in either case, upon the termination of this Agreement pursuant to Article VIII, the Company shall pay the Cash Commitment Fee to the Investor, by wire transfer of immediately available funds to an account designated by the Investor, not later than 5:00 p.m., New York City time, on the third (3rd) the Trading Day immediately following the date of termination of this Agreement pursuant to Article VIII. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the applicable VWAP Purchase Price for such Shares (as confirmed in the applicable “VWAP Purchase ConfirmationAmount”), as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 5:30 p.m., New York City time, on the second (2nd) Trading Day following the applicable VWAP Purchase Settlement Share Delivery Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by . If the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing fails to pay the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which Amount when due, the Investor shall have received all of such will return the DWAC Shares as DWAC Sharesto the Company. If the Company or its transfer agent the Transfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer deliver to the Investor, as DWAC Shares, any Shares as DWAC Shares purchased by the Investor in respect of a VWAP Purchase within two (2) prior to 10:30 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company date of the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Share Notice (the “Share Delivery Deadline”) for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares (and the Investor’s obligation to purchase such Shares from the Company) shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase; provided, however, that the Investor agrees to use its commercially reasonable efforts to purchase shares of Common Stock in respect of the Cover Price only in normal brokerage transactions at the prevailing price per share of Common Stock then available. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The payment for, against delivery of, the total number of Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP each Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, settled on the VWAP Trading Day immediately following the last Trading Day of the applicable Purchase Valuation Period for such Purchase (the “Purchase Settlement Date”). For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares Purchase Share Amount purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the VWAP applicable Purchase Price for per Share to be paid by the Investor in such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Purchase, as full payment for such Sharestotal Purchase Share Amount, via wire transfer of immediately available funds not later than 5:00 p.m., New York City time, on following the VWAP Purchase Settlement Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all last Trading Day of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC SharesValuation Period. If the Company or its transfer agent the Transfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two five (25) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.23.3, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and such Intraday VWAP Purchase(s) (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For Subject to the cash amounts to be withheld by the Investor as set forth in the immediately following sentence of this Section 3.3, for (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase(s) and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase(s), in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and such Intraday VWAP Purchase(s) (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. Pursuant to Section 10.1(ii), the Company and the Investor acknowledge and agree that the Investor shall withhold (i) an amount in cash equal to ten percent (10%) from the total aggregate VWAP Purchase Price payable by the Investor to the Company for the applicable VWAP Purchase Share Amount in connection with each VWAP Purchase effected by the Company pursuant to this Agreement, and (ii) an amount in cash equal to ten percent (10%) from the total aggregate Intraday VWAP Purchase Price payable by the Investor to the Company for the applicable Intraday VWAP Purchase Share Amount in connection with each Intraday VWAP Purchase effected by the Company pursuant to this Agreement, in each case, until the Investor shall have received from such cash withholding(s) (when added together with any cash payments by the Company to the Investor that do not arise from such withholdings that the Company directs the Investor to apply towards payment of the Commitment Fee, if any) a total aggregate amount in cash up to $500,000, representing the maximum Commitment Fee payable to the Investor pursuant to this Agreement, and upon the Investor’s receipt of a total aggregate amount in cash up to $500,000 from such withholdings, the Investor shall not withhold any additional cash amounts from the purchase prices payable by the Investor to the Company in connection with any VWAP Purchase or Intraday VWAP Purchase effected pursuant to this Agreement. For the avoidance of doubt, all portions of the Commitment Fee, when withheld by the Investor in accordance with this Section 3.3 and Section 10.1(ii),shall be fully earned by the Investor as of the date of withholding or payment, as applicable, and shall be non-refundable. If the Company or its transfer agent shall fail for any reason, reason (other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions) to deliver to the Investor, to electronically transfer as DWAC Shares, any Shares as DWAC Shares purchased by the Investor in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the applicable VWAP Purchase Price for such Shares (as confirmed in the applicable “VWAP Purchase ConfirmationAmount”), as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the second (2nd) Trading Day following the applicable VWAP Purchase Settlement Share Delivery Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.2. If the Investor fails to pay the VWAP Purchase Amount when due, it being hereby acknowledged and agreed that if the Investor will return the DWAC Shares to the Company. If the Company or the Transfer Agent shall fail for any of such reason to deliver to the Investor, as DWAC Shares, any Shares are received purchased by the Investor after 1:00 in a VWAP Purchase prior to 4:30 p.m., New York City time, on the Trading Day immediately following the date of the applicable VWAP Purchase Settlement Date, then Share Notice (the Company’s receipt of the funds representing the VWAP Purchase Price “Share Delivery Deadline”) for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares (and the Investor’s obligation to purchase such Shares from the Company) shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase; provided, that Investor agrees to use its commercially reasonable efforts to purchase Common Shares in respect of the Cover Price only in normal brokerage transactions at the prevailing price per Common Share then available. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The payment for, against simultaneous delivery of, Shares constituting in respect of each Fixed Request shall be settled as set forth in this Section 3.7 on the dates specified herein (each, a “Settlement Date” and, collectively, the “Settlement Dates”). On the fourth (4th) Trading Day of the applicable VWAP Purchase Share Amount Pricing Period (provided such Pricing Period has not been reduced to less than three (3) Trading Days pursuant to Section 3.8) (such date, the “First Settlement Date”), the Company shall, or shall cause its transfer agent to, electronically transfer to the Investor on such First Settlement Date a number of Shares to be purchased by the Investor on such First Settlement Date with respect to the first three (3) Trading Days of such Pricing Period, calculated in a VWAP Purchase accordance with Section 3.3 (provided that “First Settlement Discount Price” shall be delivered substituted for “Discount Price” in Section 3.3 for purposes of calculating the number of Shares to be issued to the Investor on such First Settlement Date), by crediting the Investor’s or its designees’ account (provided the Investor shall have given the Company written notice of such designee prior to such Settlement Date) at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, which Shares shall be freely tradable and transferable and without restriction on resale pursuant to the Registration Statement, against simultaneous payment therefor to the Company’s designated account, by wire transfer of immediately available funds, in an amount equal to the product of (i) the number of Shares so issued to the Investor on such First Settlement Date calculated as DWAC set forth above and (ii) the applicable First Settlement Discount Price; provided that if such Shares not are received by the Investor later than 1:00 p.m., New York City time, on payment therefor shall be made with next day funds. On the VWAP Purchase Trading Day immediately following the last Trading Day of the applicable Pricing Period (including any such Pricing Period that has been reduced pursuant to Section 3.8) (such date, the “Final Settlement Date. For each VWAP Purchase”), the Investor shall pay applicable Discount Price per Share at which Shares issuable to the Investor in respect of the applicable Fixed Request are to be purchased by the Investor and the total number of Shares to be purchased by the Investor in respect of all Trading Days during the applicable Fixed Request shall be calculated in accordance with this Agreement, and the Company an amount in cash shall, or shall cause its transfer agent to, electronically transfer to the Investor on such Final Settlement Date a number of Shares equal to the product of (i) the total number of Shares to be purchased by the Investor in such VWAP Purchase (as confirmed in respect of all Trading Days during the applicable VWAP Purchase Confirmation) and Pricing Period of such Fixed Request with respect to which Shares are required to be purchased by the Investor under this Agreement, calculated in accordance with Section 3.3, less (ii) the VWAP Purchase Price for number of Shares purchased by the Investor on the First Settlement Date of such Fixed Request, if any, by crediting the Investor’s or its designees’ account (provided the Investor shall have given the Company written notice of such designee prior to such Settlement Date) at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, which Shares (as confirmed in shall be freely tradable and transferable and without restriction on resale pursuant to the applicable VWAP Purchase Confirmation)Registration Statement, as full against simultaneous payment for such Shares, via therefor to the Company’s designated account by wire transfer of immediately available funds not later than 5:00 p.m., New York City time, on in an amount equal to (A) the VWAP Purchase Settlement Date for such VWAP Purchase, provided product of (1) the Investor shall have timely received, as DWAC Shares, all total number of such Shares to be purchased by the Investor in respect of all Trading Days during the applicable Pricing Period of such VWAP Purchase on such VWAP Purchase Settlement Date Fixed Request with respect to which Shares are required to be purchased by the Investor under this Agreement, calculated in accordance with Section 3.3, and (2) the first sentence applicable Discount Price per Share at which Shares issuable to the Investor in respect of this Section 3.2the applicable Fixed Request are to be purchased by the Investor, it being hereby acknowledged and agreed less (B) the aggregate amount paid by the Investor for the Shares issued to the Investor on the First Settlement Date, if any; provided that if any of such Shares are received by the Investor after later than 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Datepayment therefor shall be made with next day funds. As set forth in Section 3.9, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If any failure by the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer (if applicable) to set up a DWAC and required instructions, to electronically transfer deliver any Shares as DWAC Shares on the applicable Settlement Date shall result in respect the payment of a VWAP Purchase within two (2) Trading Days following the receipt partial damages by the Company of the applicable purchase price therefor in compliance with this Section 3.2, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Share, the Company shall round such fraction of an Ordinary Share up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The payment for, against delivery of, the total number of Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, settled on the Trading Day immediately following the last Trading Day of the applicable VWAP Purchase Valuation Period for such VWAP Purchase (the “VWAP Purchase Settlement Date”). For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the applicable VWAP Purchase Price for per Share to be paid by the Investor in such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Purchase, as full payment for such Sharestotal VWAP Purchase Share Amount, via wire transfer of immediately available funds not later than 5:00 on the same Trading Day that the Investor receives all of the Shares in the total VWAP Purchase Share Amount as DWAC Shares in accordance with this Agreement, if all of such Shares are so received by the Investor before 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchaseor, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:30 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent the Transfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two five (25) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.23.3, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Additional VWAP Purchase Share Amount purchased by the Investor in each Additional VWAP Purchase occurring on the same Purchase Date (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Additional VWAP Purchase occurring on such same Purchase Date (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Additional VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Additional VWAP Purchase and (2) the applicable Additional VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Additional VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Additional VWAP Purchase occurring on the same Purchase Date as such VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and Additional VWAP Purchase (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) or an Additional VWAP Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by applicable Purchase Share Delivery Date for such VWAP Purchase and for each such Additional VWAP Purchase occurring on the Company of the applicable purchase price therefor in compliance with this Section 3.2same Purchase Date (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Additional VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Additional VWAP Purchase (as applicable). The Company shall not issue any fraction of an a share of Ordinary Share upon Shares to the Investor in connection with any VWAP PurchasePurchase or Additional VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an a share of Ordinary ShareShares, the Company shall round such fraction of an a share of Ordinary Share Shares up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and such Intraday VWAP Purchase(s) (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). For the avoidance of doubt, the Company’s election whether to satisfy its obligations hereunder by paying the Cover Price pursuant to (i) above or the excess of such Cover Price over the total purchase price paid by the Investor pursuant to (ii) above shall be at the Company’s sole discretion. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation), as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and Intraday VWAP Purchase (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 10:30 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase or for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Initial Purchase Shares to be purchased by the Investor in the Initial Purchase shall be delivered to the Investor as DWAC Shares, such that they are credited to the Investor’s or its designee’s specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program not later than 1:00 p.m., New York City time, on the Trading Day immediately following the Commencement Date (the “Initial Purchase Settlement Date”), all of which Initial Purchase Shares shall be issued pursuant to the Registration Statement and the Prospectus and shall be freely tradable and transferable and without restriction on resale and without any stop transfer instructions maintained against the transfer thereof. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares Shares, such that they are credited to the Investor’s or its designee’s specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchase, all of which Shares shall be issued pursuant to the Registration Statement and the Prospectus and shall be freely tradable and transferable and without restriction on resale and without any stop transfer instructions maintained against the transfer thereof. For the Initial Purchase, the Investor shall pay to the Company an amount in cash equal to the Initial Purchase Price, as full payment for the Initial Purchase Shares, via wire transfer of immediately available funds not later than 5:00 p.m., New York City time, on the Initial Purchase Settlement Date, provided the Investor shall have timely received, as DWAC Shares, all of the Initial Purchase Shares purchased by the Investor in the Initial Purchase on the Initial Purchase Settlement Date in accordance with the first sentence of this Section 2.3, it being hereby acknowledged and agreed that if any of the Initial Purchase Shares are received by the Investor after 1:00 p.m., New York City time, on the Initial Purchase Settlement Date, then the Company’s receipt of the funds representing the Initial Purchase Price for the Initial Purchase Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of the Initial Purchase Shares as DWAC Shares. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation), as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first second sentence of this Section 3.22.3, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Initial Purchase Shares as DWAC Shares in respect of the Initial Purchase, or to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase Purchase, in any case within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.22.3, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of (x) the Initial Purchase Shares that the Investor anticipated receiving from the Company in respect of the Initial Purchase Shares or (y) such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then then, in each case the Company shall, within two (2) Trading Days after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver the Initial Purchase Shares as DWAC Shares, or to deliver such Shares as DWAC Shares Shares, as applicable, shall terminate, or (ii) promptly honor its obligation to deliver to the Investor the Initial Purchase Shares as DWAC Shares, or to deliver such Shares as DWAC Shares Shares, as applicable, and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for (A) all of the Initial Purchase Shares to be purchased by the Investor in connection with the Initial Purchase or (B) all of the Shares to be purchased by the Investor in connection with such VWAP Purchase, as applicable. The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon the Initial Purchase or upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and such Intraday VWAP Purchase(s) (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, at the Company’s sole discretion, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to (i) the product of (ia) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in b) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares Shares, less (as confirmed in the ii) any applicable Investor Legal Expense Reimbursement payable at such VWAP Purchase Confirmation)Date, as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m.9:30 a.m., New York City time, on the Trading Day immediately following the VWAP Purchase Settlement Date for such VWAP Purchase (the “Purchase Share Delivery Date”). The Shares constituting the applicable VWAP Purchase Share Amount purchased by the Investor in each VWAP Purchase in each case shall be delivered to the Investor as DWAC Shares not later than 10:00 a.m., New York City time, on the applicable Purchase Share Delivery Date for such VWAP Purchase, provided the Investor Company shall have timely received, as DWAC Shares, all of received the applicable VWAP Purchase Confirmation and payment for such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.22.2, it being hereby acknowledged and agreed that or, if any of such Shares are payment is received by the Investor Company after 1:00 p.m., New York City time, on any given Trading Day, then delivery to the Investor of the Shares constituting the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall Share Amount may occur on the Trading Day next following the Trading Day on which the Investor Company shall have received all of the applicable payment for such Shares as DWAC Shares, but not later than 10:00 a.m., New York City time, on such next Trading Day. If If, after the Investor has timely delivered the applicable VWAP Purchase Confirmation and payment to the Company, the Company or its transfer agent Transfer Agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) and such failure continues through 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase (a “Delivery Failure”), and if on or after prior to the delivery of such Trading Day Shares the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, at the Company’s option, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. In addition to the foregoing, the Company shall be prohibited from delivering a VWAP Purchase Notice within thirty (30) days of a Delivery Failure. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement DateShare Delivery Date (as defined below), it being acknowledged and agreed that the Company may not deliver any additional VWAP Purchase Notice to the Investor until all such Shares subject to such VWAP Purchase, and all Shares subject to all prior VWAP Purchase Notices, have been received by the Investor as DWAC Shares in accordance with this Agreement. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (ia) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in b) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable “VWAP Purchase ConfirmationAmount”), as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 5:30 p.m., New York City time, on the second Trading Day (T+2) following the date of the applicable VWAP Purchase Settlement Date Notice, subject to any administrative delays imposed by any transfer agent, exchange or clearinghouse, (the “VWAP Purchase Share Delivery Date”) for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by . If the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing fails to pay the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which Amount when due, the Investor shall have received all of such will return the DWAC Shares as DWAC Sharesto the Company. If the Company or its the transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer deliver to the Investor, as DWAC Shares, any Shares as DWAC Shares purchased by the Investor in respect of a VWAP Purchase within two (2) prior to 10:30 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Share Delivery Date for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase; provided, however, that that Investor agrees to use its reasonable efforts to purchase shares of Common Stock in respect of the Cover Price only in normal brokerage transactions at the prevailing price per share of Common Stock then available. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation), as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two three (23) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (ia) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in b) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable “VWAP Purchase ConfirmationAmount”), as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the second Trading Day following the applicable VWAP Purchase Settlement Share Delivery Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the third Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Investor fails to pay the VWAP Purchase Amount when due, the Investor will return the DWAC Shares to the Company. If the Company or its transfer agent the Transfer Agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) prior to 10:30 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Share Delivery Date for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the applicable VWAP Purchase Price for such Shares (as confirmed in the applicable “VWAP Purchase ConfirmationAmount”), as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the second (2nd) Trading Day following the applicable VWAP Purchase Settlement Share Delivery Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by . If the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing fails to pay the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which Amount when due, the Investor shall have received all of such will return the DWAC Shares as DWAC Sharesto the Company. If the Company or its transfer agent the Transfer Agent shall fail for any reason, other than a excluding failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer deliver to the Investor, as DWAC Shares, any Shares as DWAC Shares purchased by the Investor in respect of a VWAP Purchase within two (2) prior to 10:30 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company date of the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Notice (the “Share Delivery Deadline”) for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares (and the Investor’s obligation to purchase such Shares from the Company) shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase; provided, however, that the Investor agrees to use its commercially reasonable efforts to purchase shares of Common Stock in respect of the Cover Price only in normal brokerage transactions at the prevailing price per share of Common Stock then available. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase shall be delivered validly issued to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the Trading Day immediately following the applicable VWAP Purchase Settlement Date for such VWAP Purchase (each a “VWAP Purchase Share Delivery Date”) (it being acknowledged and agreed that the Company may not deliver any additional VWAP Purchase Notice to the Investor until all such Shares subject to such VWAP Purchase, and all Shares subject to all prior VWAP Purchase Notices, have been received by the Investor as DWAC Shares in accordance with this Agreement, unless expressly waived by the Investor). For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (ia) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in b) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable “VWAP Purchase ConfirmationAmount”), as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the Trading Day immediately following the applicable VWAP Purchase Settlement Share Delivery Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Investor fails to pay the VWAP Purchase Amount when due, the Investor will return the DWAC Shares to the Company. If the Company or its transfer agent the Transfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer (as defined below) to set up a DWAC and required instructions, to electronically transfer issue to the Investor, as DWAC Shares, any Shares as DWAC Shares purchased by the Investor in respect of a VWAP Purchase within two (2) prior to 11:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Share Delivery Date for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares (and the Investor’s obligation to purchase such Shares ​ ​ from the Company) shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase; provided, however, that the Investor agrees to use its commercially reasonable efforts to purchase Shares in respect of the Cover Price only in normal brokerage transactions at the prevailing price per Share then available. The Company shall not issue any fraction of an Ordinary a Share upon to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary a Share, the Company shall round such fraction of an Ordinary a Share up or down to the nearest whole shareShare. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The payment for, against delivery of, (a) Shares constituting in respect of each VWAP Purchase shall be settled on the applicable VWAP Purchase Share Amount to be purchased by the Investor Settlement Date for such VWAP Purchase and (b) Shares in a respect of each Alternative VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, settled on the applicable Alternative VWAP Purchase Settlement DateDate for such Alternative VWAP Purchase. For each VWAP Purchase and each Alternative VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to to, (i) in the case of a VWAP Purchase, the product of (iA) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (B) the applicable VWAP Purchase Price for such Shares, and (ii) in the case of an Alternative VWAP Purchase, the product of (A) the total number of Shares purchased by the Investor in such Alternative VWAP Purchase (as confirmed in the applicable Alternative VWAP Purchase Confirmation) and (B) the applicable VWAP Purchase Price for such Shares (as confirmed in the applicable Alternative VWAP Purchase Confirmation), in each case as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 on the same Trading Day that the Investor receives such Shares as DWAC Shares in accordance with this Agreement, if all of such Shares are so received by the Investor before 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchaseor, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account payment therefor shall occur be made on the Trading Day next immediately following the Trading Day on which the Investor shall have has received all of such Shares as DWAC Shares (it being acknowledged and agreed that the Company may not deliver any VWAP Purchase Notices or any Alternative VWAP Purchase Notices to the Investor, unless and until all such Shares, and all Shares subject to all prior VWAP Purchase Notices and all prior Alternative VWAP Purchase Notices (as applicable) timely delivered by the Company to the Investor pursuant to this Agreement, have been received by the Investor as DWAC Shares). If the Company or its transfer agent the Transfer Agent shall fail for any reason, reason (other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, ) to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase or an Alternative VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.22.3, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP PurchasePurchase or Alternative VWAP Purchase (as applicable), then the Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii2) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Additional VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any VWAP Purchase or upon any Additional VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The payment for, against delivery of, the total number of Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase shall be delivered fully settled on the Trading Day immediately following the applicable VWAP Purchase Date for such VWAP Purchase (each such date, a “VWAP Purchase Settlement Date”). The Company shall use reasonable best efforts to cause the Shares constituting the applicable VWAP Purchase Share Amount purchased by the Investor in each VWAP Purchase to be delivered, as DWAC Shares, to the Investor (or to its Broker-Dealer in accordance with prior written instructions provided by the Investor to the Company in accordance with this Agreement), as DWAC Shares soon as possible after the Company’s receipt of the applicable VWAP Purchase Confirmation from the Investor, and in any event not later than 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement DateDate (it being acknowledged and agreed that the Company may not deliver any additional VWAP Purchase Notice to the Investor until all such Shares subject to such VWAP Purchase, and all Shares subject to all prior VWAP Purchase Notices, have theretofore been received by the Investor or its Broker-Dealer (as applicable) as DWAC Shares in accordance with this Agreement). For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (ia) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in b) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date for such VWAP Purchase, ; provided that the Investor shall have timely received, as DWAC Sharesnot later than 1:00 p.m., New York City time, on such applicable VWAP Purchase Settlement Date, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date as DWAC Shares in accordance with the first second sentence of this Section 3.2; provided, it being hereby acknowledged and agreed further, that if any of such Shares are received by the Investor or its Broker-Dealer after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement DateDate for such VWAP Purchase, then the Company’s receipt in its designated account of the funds representing the applicable VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received received, prior to 1:00 p.m., New York City time, all of such Shares as DWAC Shares. If the Company or its transfer agent the Transfer Agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) prior to 10:30 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Settlement Date for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Settlement Date in respect of such VWAP Purchase, then the Company shallthen, within two one (21) Trading Days Day after the Investor’s request, either the Company shall, at the Investor’s election (1in its sole discretion) and in accordance with the Investor’s instructions in connection therewith: (i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by prior written notice delivered to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the Trading Day immediately following the VWAP Purchase Date for such VWAP Purchase (each, a “VWAP Purchase Settlement Date”). For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation), as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP each Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Date for such Purchase (the “Purchase Share Delivery Date”) (it being acknowledged and agreed that the Company may not deliver any additional Purchase Notices to the Investor until all such Shares subject to such Purchase, and all Shares subject to all prior Purchase Notices, have been received by the Investor as DWAC Shares in accordance with this Agreement). For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (ia) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in b) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such SharesShares purchased by the Investor in such Purchase, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP third (3rd) Trading Day following the applicable Purchase Settlement Share Delivery Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer in a Purchase prior to set up a DWAC and required instructions10:30 a.m., to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, broker review fees and reasonable, documented legal fees, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and Intraday VWAP Purchase (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Share, the Company shall round such fraction of an Ordinary Share up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The payment for, against simultaneous delivery of, Shares constituting in respect of each Fixed Purchase shall be settled on the Trading Day immediately following the applicable Fixed Purchase Date for such Fixed Purchase. The payment for, against simultaneous delivery of, Shares in respect of each VWAP Purchase shall be settled on the applicable VWAP Purchase Share Amount to be purchased by the Investor in a Date for such VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement DatePurchase. For each Fixed Purchase and each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to to, (i) in the case of a Fixed Purchase, the product of (iA) the total number of Shares purchased by the Investor in such Fixed Purchase and (B) the applicable Fixed Purchase Price for such Shares, and (ii) in the case of a VWAP Purchase, the product of (A) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (iiB) the applicable VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation), in each case as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 on the same Trading Day that the Investor receives such Shares as DWAC Shares in accordance with this Agreement, if all of such Shares are so received by the Investor before 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchaseor, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account payment therefor shall occur be made on the Trading Day next immediately following the Trading Day on which the Investor shall have has received all of such Shares as DWAC Shares. If the Company or its transfer agent the Transfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a Fixed Purchase or a VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.23.3, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such Fixed Purchase or VWAP PurchasePurchase (as applicable), then the Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such Fixed Purchase or VWAP PurchasePurchase (as applicable). The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any Fixed Purchase or VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by or wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and Intraday VWAP Purchase (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 10:30 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the applicable VWAP Purchase Price for such Shares (as confirmed in the applicable “VWAP Purchase ConfirmationAmount”), as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the second (2nd) Trading Day following the applicable VWAP Purchase Settlement Share Delivery Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by . If the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing fails to pay the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which Amount when due, the Investor shall have received all of such will return the DWAC Shares as DWAC Sharesto the Company. If the Company or its transfer agent the Transfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer (as defined below) to set up a DWAC and required instructions, to electronically transfer deliver to the Investor, as DWAC Shares, any Shares as DWAC Shares purchased by the Investor in respect of a VWAP Purchase within two (2) prior to 10:30 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company date of the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Notice (the “Share Delivery Deadline”) for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares (and the Investor’s obligation to purchase such Shares from the Company) shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase; provided, however, that that Investor agrees to use its commercially reasonable efforts to purchase shares of Common Stock in respect of the Cover Price only in normal brokerage transactions at the prevailing price per share of Common Stock then available. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not (a) No later than 1:00 12:00 p.m., New York City time, on the Purchase Date, (i) each Co-Investor shall initiate the DWAC request in respect of the applicable Purchased Share Amount and (ii) the Company shall deliver to the Transfer Agent irrevocable instructions instructing the Transfer Agent to deliver the applicable Purchases Share Amount by accepting the DWAC request from each Co-Investor in respect of the Purchased Share Amount. Subject to the immediately preceding sentence, Shares constituting the applicable Purchased Share Amount purchased by each Co-Investor in each VWAP Purchase Settlement shall be validly issued to each Co-Investor as DWAC Shares as promptly as reasonably practicable on the Purchase Date. , but no later than 10:00 a.m., New York City time, on the Trading Day immediately following the applicable Purchase Date for such VWAP Purchase (the “VWAP Purchase Share Delivery Date”) (it being acknowledged and agreed that the Company may not deliver any additional VWAP Purchase Notice to the Investor until all such Shares subject to such VWAP Purchase, and all Shares subject to all prior VWAP Purchase Notices, have been received by the Investor as DWAC Shares in accordance with this Agreement, unless expressly waived by the Investor). (b) For each VWAP Purchase, the each Co-Investor shall pay to the Company an amount in cash equal to the product of (ia) the total number of Shares purchased by the Investor in such VWAP Purchase applicable Purchased Share Amount and (as confirmed in b) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable “VWAP Purchase ConfirmationAmount”), as full payment for such SharesPurchased Share Amount purchased by each Co-Investor in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the Trading Day immediately following the VWAP Purchase Ending Time for such VWAP Purchase (each, a “VWAP Purchase Price Delivery Date”). (c) No later than 4:00 p.m. New York City time, on a VWAP Purchase Price Delivery Date, each Co-Investor shall email the Company the federal reference number in respect of its applicable VWAP Purchase Settlement Date, then Amount (the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. “Fed Ref”). (d) If the Company or its transfer agent the Transfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer (as defined below) to set up a DWAC and required instructions, to electronically transfer issue to the Investor, as DWAC Shares, any Shares as DWAC Shares purchased by the Investor in respect of a VWAP Purchase within two (2) prior to 12:00 p.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Share Delivery Date for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissionscommissions and other associated fees, if any) for the Ordinary Shares so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares (and the Investor’s obligation to purchase such Shares from the Company) shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. ; provided, however, that the Investor agrees to use its commercially reasonable efforts to purchase Shares in respect of the Cover Price only in normal brokerage transactions at the prevailing price per Share then available. (e) The Company shall not issue any fraction of an Ordinary a Share upon to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary a Share, the Company shall round such fraction of an Ordinary a Share up or down to the nearest whole share. Share. (f) All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed Notwithstanding the foregoing and for the avoidance of doubt, all Shares to be due issued in respect of each VWAP Purchase Notice delivered to each Co-Investor pursuant to this Agreement, in each case shall be issued to each Co-Investor in accordance with this Section 3.2 by crediting each Co-Investor or its designees’ account at DTC as DWAC Shares, and the terms Company shall not take any action or give instructions to any transfer agent of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading DayCompany otherwise.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the applicable VWAP Purchase Price for such Shares (as confirmed in the applicable “VWAP Purchase ConfirmationAmount”), as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on (a) the VWAP Purchase Settlement Date for second (2nd) Trading Day following the first Trading Day on which, as of 10:30 a.m., New York City time, on such VWAP PurchaseTrading Day, provided the Investor shall have timely received, as DWAC Shares, all of such the Shares purchased by the Investor in such VWAP Purchase on such Purchase. If the Investor fails to pay the VWAP Purchase Settlement Date in accordance with Amount when due, the first sentence of this Section 3.2Investor will return the DWAC Shares to the Company. If the Company or the Transfer Agent shall fail for any reason to issue to the Investor, it being hereby acknowledged and agreed that if as DWAC Shares, any of such Shares are received purchased by the Investor after 1:00 p.m.in a VWAP Purchase prior to 10:30 a.m., New York City time, on the Trading Day immediately following the applicable VWAP Purchase Settlement Date, then Date (the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2“Share Issuance Deadline”), and if if, on or after such Trading Day Day, the Investor purchases (in an open market transaction or otherwise) Ordinary Shares to deliver transfer in satisfaction of a sale by the Investor of such any Shares that not issued by the Company to the Investor anticipated receiving from by the Company Share Issuance Deadline in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased (the “Cover Price”), at which point the Company’s obligation to deliver issue such Shares to the Investor as DWAC Shares (and the Investor’s obligation to purchase such Shares from the Company) shall terminate, or (ii) promptly honor its obligation to deliver issue to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share upon to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Share, the Company shall round such fraction of an Ordinary Share up (if half an Ordinary Share or greater) or down (if less than half an Ordinary Share) to the nearest whole shareOrdinary Share; provided, however, that in the event rounding up shall cause payment for any Ordinary Share to be below the par value thereof, such Ordinary Share shall instead be rounded down. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and such Intraday VWAP Purchase(s) (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. The Company and the Investor acknowledge and agree that the Investor shall withhold $25,000 in cash from the total aggregate VWAP Purchase Price payable by the Investor to the Company in connection with the first VWAP Purchase effected by the Company pursuant to this Agreement, or, if the Company effects an Intraday VWAP Purchase prior to the first VWAP Purchase effected pursuant to this Agreement, then the Investor shall withhold $25,000 in cash from the total aggregate Intraday VWAP Purchase Price payable by the Investor to the Company in connection with the first Intraday VWAP Purchase effected by the Company pursuant to this Agreement, without duplication, in either case as reimbursement of a portion of the total cash fee and expense reimbursement payable by the Investor to the QIU for acting as the qualified independent underwriter in connection with this offering (such cash amount to be withheld by the Investor, the “QIU Fee Reimbursement Amount”), and upon such withholding by the Investor of the total QIU Fee Reimbursement Amount from such total aggregate VWAP Purchase Price or from such total aggregate Intraday VWAP Purchase Price, as applicable, payable by the Investor to the Company pursuant to this Agreement, the Investor shall not withhold any additional cash amounts from the total aggregate purchase prices payable by the Investor to the Company in connection with any VWAP Purchase or Intraday VWAP Purchase effected pursuant to this Agreement. For the avoidance of doubt, (x) the QIU Fee Reimbursement Amount shall be fully earned and shall be non-refundable when withheld by the Investor in accordance with this Section 3.3, regardless of whether any additional VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement, and (y) in the event that the Commencement shall not occur under this Agreement or, if the Commencement shall occur, in the event that no VWAP Purchase or Intraday VWAP Purchase is effected pursuant to this Agreement prior to the termination of this Agreement pursuant to Article VIII, then, in either case, the Investor shall not be entitled to receive the QIU Fee Reimbursement Amount from the Company or any other Person under this Agreement (whether through withholding of any cash amounts payable to the Company by the Investor pursuant to this Agreement or otherwise), and the Company shall have no obligation or requirement to pay all or any portion of the QIU Fee Reimbursement Amount to the Investor (or incur any liability therefor) or any obligation or requirement to pay to the QIU all or any portion of the total cash fee and expense reimbursement amounts payable by the Investor to the QIU for acting as the qualified independent underwriter in connection with this offering (or incur any liability therefor), either in cash or by issuing or delivering any securities or other form of consideration to the Investor or the QIU in satisfaction of such payment obligations of the Investor. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the applicable VWAP Purchase Price for such Shares (as confirmed in the applicable “VWAP Purchase ConfirmationAmount”), as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the second (2nd) Trading Day following the applicable VWAP Purchase Settlement Share Delivery Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.2. If the Investor fails to pay the VWAP Purchase Amount when due, it being hereby acknowledged and agreed that if the Investor will return the DWAC Shares to the Company. If the Company or the Transfer Agent shall fail for any of such reason to deliver to the Investor, as DWAC Shares, any Shares are received purchased by the Investor after 1:00 p.m.in a VWAP Purchase prior to 10:30 a.m., New York City time, on the Trading Day immediately following the date of the applicable VWAP Purchase Settlement Date, then Share Notice (the Company’s receipt of the funds representing the VWAP Purchase Price “Share Delivery Deadline”) for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares (and the Investor’s obligation to purchase such Shares from the Company) shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase; provided, however, that the Investor agrees to use its commercially reasonable efforts to purchase shares of Common Stock in respect of the Cover Price only in normal brokerage transactions at the prevailing price per share of Common Stock then available. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and such Intraday VWAP Purchase(s) (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. Subject to Section 10.1(ii), the Company and the Investor acknowledge and agree that the Investor shall withhold an amount in cash equal to fifty percent (50%) from the total aggregate VWAP Purchase Price payable by the Investor to the Company for the applicable VWAP Purchase Share Amount in connection with each VWAP Purchase effected by the Company pursuant to this Agreement, and an amount in cash equal to fifty percent (50%) from the total aggregate Intraday VWAP Purchase Price payable by the Investor to the Company for the applicable Intraday VWAP Purchase Share Amount in connection with each Intraday VWAP Purchase effected by the Company pursuant to this Agreement, in each case, until the Investor shall have received from such cash withholding(s) a total aggregate amount in cash equal to $100,000, representing the sum of (x) $50,000, representing the total cash fee and expense reimbursement previously paid by the Investor to the QIU for acting as the qualified independent underwriter in connection with this offering (such cash amount to be withheld by the Investor, the “QIU Fee Reimbursement Holdback Amount”) and (y) $50,000, representing the balance of the Initial Investor Legal Fee Expense Reimbursement payable by the Company to the Investor after the Closing Date pursuant to Section 10.1(i) (such cash amount to be withheld by the Investor, the “Initial Investor Legal Fee Reimbursement Holdback Amount”), and upon such cash withholding(s) by the Investor of a total aggregate amount in cash equal to $100,000 from such total aggregate VWAP Purchase Price and such total aggregate Intraday VWAP Purchase Price, as applicable, payable by the Investor to the Company pursuant to this Agreement, the Investor shall not withhold any additional cash amounts from the purchase prices payable by the Investor to the Company in connection with any VWAP Purchase or Intraday VWAP Purchase effected pursuant to this Agreement. For the avoidance of doubt, the QIU Fee Reimbursement Holdback Amount and the Initial Investor Legal Fee Reimbursement Holdback Amount shall each be fully earned by the Investor as of the Closing Date and shall be non-refundable when withheld by the Investor in accordance with this Section 3.3 and Section 10.1(i) or when paid to the Investor in accordance with the penultimate sentence of Section 10.1(i), as the case may be, regardless of whether any VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement. If the Company or its transfer agent shall fail for any reason, reason (other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions) to deliver to the Investor, to electronically transfer as DWAC Shares, any Shares as DWAC Shares purchased by the Investor in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Market Open Purchase Share Amount to be purchased by the Investor in a VWAP each Market Open Purchase, and the Shares constituting the applicable Intraday Purchase Share Amount purchased by the Investor in each Intraday Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the VWAP Trading Day immediately following the Purchase Settlement Date for such Market Open Purchase and for each such Intraday Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Market Open Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Market Open Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Market Open Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such Market Open Purchase, and (b) each Intraday Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday Purchase and (2) the applicable Intraday Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchaseMarket Open Purchase and for each such Intraday Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Market Open Purchase and such Intraday Purchase(s) (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reason, reason (other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions) to deliver to the Investor, to electronically transfer as DWAC Shares, any Shares as DWAC Shares purchased by the Investor in respect of a VWAP Market Open Purchase within two (2) or an Intraday Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such Market Open Purchase and for each such Intraday Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchaseMarket Open Purchase or such Intraday Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchaseMarket Open Purchase or such Intraday Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchaseMarket Open Purchase or Intraday Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the applicable VWAP Purchase Price for such Shares (as confirmed in the applicable “VWAP Purchase ConfirmationAmount”), as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the second (2nd) Trading Day following the applicable VWAP Purchase Settlement Share Delivery Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by ,. If the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing fails to pay the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which Amount when due, the Investor shall have received all of such will return the DWAC Shares as DWAC Sharesto the Company. If the Company or its transfer agent the Transfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer deliver to the Investor, as DWAC Shares, any Shares as DWAC Shares purchased by the Investor in respect of a VWAP Purchase within two (2) prior to 10:30 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company date of the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Notice (the “Share Delivery Deadline”) for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase; provided, however, that the Investor agrees to use its commercially reasonable efforts to purchase shares of Common Stock in respect of the Cover Price only in normal brokerage transactions at the prevailing price per share of Common Stock then available. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., p.m. New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and such Intraday VWAP Purchase(s) (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reason, reason (other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions) to deliver to the Investor, to electronically transfer any Shares as DWAC Shares in respect accordance with the first sentence of this Section 3.3, any Shares purchased by the Investor in a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 1:00 p.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then, provided that the Investor has used its commercially reasonable efforts to purchase such Ordinary at then prevailing market prices, the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share upon any Purchase or such Intraday VWAP PurchasePurchase (as applicable). If the issuance of the Shares pursuant to Section 3.3 (whether pursuant to any VWAP Purchase, Intraday VWAP Purchase or purchase pursuant to the immediate preceding sentence) would result in the issuance of a fraction of an Ordinary ShareShares, the Company shall round such fraction of an Ordinary Share up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to (i) the product of (ia) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in b) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m.9:30 a.m., New York City time, on the Trading Day immediately following the VWAP Purchase Settlement Date for such VWAP Purchase (the “Purchase Share Delivery Date”). The Shares constituting the applicable VWAP Purchase Share Amount purchased by the Investor in each VWAP Purchase in each case shall be delivered to the Investor as DWAC Shares not later than 10:00 a.m., New York City time, on the applicable Purchase Share Delivery Date for such VWAP Purchase, provided the Investor Company shall have timely received, as DWAC Shares, all of received the applicable VWAP Purchase Confirmation and payment for such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.22.2, it being hereby acknowledged and agreed that or, if any of such Shares are payment is received by the Investor Company after 1:00 p.m., New York City time, on any given Trading Day, then delivery to the Investor of the Shares constituting the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall Share Amount may occur on the Trading Day next following the Trading Day on which the Investor Company shall have received all of the applicable payment for such Shares as DWAC Shares, but not later than 10:00 a.m., New York City time, on such next Trading Day. If If, after the Investor has timely delivered the applicable VWAP Purchase Confirmation and payment to the Company, the Company or its transfer agent Transfer Agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) and such failure continues through 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase (a “Delivery Failure”), and if on or after prior to the delivery of such Trading Day Shares the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, at the Company’s option, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares Shares, such that they are credited to the Investor’s or its designee’s specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement DateDate for such VWAP Purchase, all of which Shares shall be issued pursuant to the Registration Statement and the Prospectus and shall be freely tradable and transferable and without restriction on resale and without any stop transfer instructions maintained against the transfer thereof. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation), as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first second sentence of this Section 3.22.3, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase Purchase, in any case within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.22.3, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then then, in each case the Company shall, within two (2) Trading Days after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such the Shares as DWAC Shares Shares, as applicable, shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares Shares, as applicable, and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase, as applicable. The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and on the Trading Day immediately following the Purchase Date for such Intraday VWAP Purchase, respectively (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP Purchase and not later than 5:00 p.m., New York City time, on the Trading Day immediately following the applicable Purchase Share Delivery Date for such Intraday VWAP Purchase, respectively, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and all of such Shares purchased by the Investor in such Intraday VWAP Purchase, respectively, on such VWAP Purchase Settlement Share Delivery Date (as applicable) in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two or any Shares purchased by the Investor in an Intraday VWAP Purchase (2as applicable) prior to 10:30 a.m., New York City time, on the Trading Days Day immediately following the receipt by applicable Purchase Share Delivery Date for such VWAP Purchase or on the Company of Trading Day immediately following the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or in such Intraday VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase or any Intraday VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable Fixed Purchase Share Amount purchased by the Investor in each Fixed Purchase, the Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Additional VWAP Purchase Share Amount purchased by the Investor in each Additional VWAP Purchase shall be delivered to the Investor as DWAC Shares (i) with respect to such Fixed Purchase, not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the Fixed Purchase Date for such Fixed Purchase (each, a “Fixed Purchase Share Delivery Date”), (ii) with respect to such VWAP Purchase, not later than 10:00 a.m., New York time, on the Trading Day immediately following the VWAP Purchase Date for such VWAP Purchase (each, a “VWAP Purchase Share Delivery Date”), and (iii) with respect to such Additional VWAP Purchase, not later than 10:00 a.m., New York time, on the Trading Day immediately following the Additional VWAP Purchase Date for such Additional VWAP Purchase (each, an “Additional VWAP Purchase Share Delivery Date”), respectively. Subject to the timely receipt of the Shares constituting the applicable Fixed Purchase Share Amount purchased by the Investor in each Fixed Purchase as DWAC Shares on the applicable Fixed Purchase Share Delivery Date, the payment for, against delivery of, Shares in respect of such Fixed Purchase shall be settled not later than the second (2nd) Trading Day immediately following the applicable Fixed Purchase Share Delivery Date for such Fixed Purchase (each, a “Fixed Purchase Settlement Date”). Subject to the timely receipt of the Shares constituting the applicable VWAP Purchase Share Amount purchased by the Investor in each VWAP Purchase as DWAC Shares on the applicable VWAP Purchase Share Delivery Date, the payment for, against delivery of, Shares in respect of such VWAP Purchase shall be settled not later than the second (2nd) Trading Day immediately following the applicable VWAP Purchase Share Delivery Date for such VWAP Purchase (each, a “VWAP Purchase Settlement Date”). Subject to the timely receipt of the Shares constituting the applicable Additional VWAP Purchase Share Amount purchased by the Investor in each Additional VWAP Purchase as DWAC Shares on the applicable Additional VWAP Purchase Share Delivery Date, the payment for, against delivery of, Shares in respect of such Additional VWAP Purchase shall be settled not later than the second (2nd) Trading Day immediately following the applicable Additional VWAP Purchase Share Delivery Date for such Additional VWAP Purchase (each, an “Additional VWAP Purchase Settlement Date”). For each Fixed Purchase, each VWAP Purchase and each Additional VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to to, (i) in the case of a Fixed Purchase, the product of (iA) the total number of Shares purchased by the Investor in such Fixed Purchase and (B) the applicable Fixed Purchase Price for such Shares, (ii) in the case of a VWAP Purchase, the product of (A) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in B) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares Shares, and (as confirmed iii) in the applicable case of an Additional VWAP Purchase, the product of (A) the total number of Shares purchased by the Investor in such Additional VWAP Purchase Confirmation)and (B) the applicable Additional VWAP Purchase Price for such Shares, in each case as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 p.m.on the applicable Fixed Purchase Settlement Date, New York City timethe applicable VWAP Purchase Settlement Date and the applicable Additional VWAP Purchase Settlement Date, respectively, if all of such Shares are timely received by the Investor on the applicable Fixed Purchase Share Delivery Date for such Fixed Purchase, on the applicable VWAP Purchase Settlement Share Delivery Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable Additional VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the Share Delivery Date for such Additional VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Share, the Company shall round such fraction of an Ordinary Share up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.in

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable) and the Shares constituting the Additional VWAP Purchase Share Amount purchased by the Investor in each Additional VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase, for each such Intraday VWAP Purchase Settlement and for an Additional VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, and (c) each Additional VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Additional VWAP Purchase and (2) the applicable Additional VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Additional VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and not later than 5:00 p.m., New York City time, on the Trading Day immediately following the Additional VWAP Purchase Ending Time for each such Additional VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase, Intraday VWAP Purchase and Additional VWAP Purchase (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.4, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid or payable by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase, such Intraday VWAP Purchase or such Additional VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP Purchase, Intraday VWAP Purchase or Additional VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and such Intraday VWAP Purchase(s) (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. The Company and the Investor acknowledge and agree that the Investor shall withhold $25,000 in cash from the total aggregate VWAP Purchase Price payable by the Investor to the Company in connection with the first VWAP Purchase effected by the Company pursuant to this Agreement, or, if the Company effects an Intraday VWAP Purchase prior to the first VWAP Purchase effected pursuant to this Agreement, then the Investor shall withhold $25,000 in cash from the total aggregate Intraday VWAP Purchase Price payable by the Investor to the Company in connection with the first Intraday VWAP Purchase effected by the Company pursuant to this Agreement, without duplication, in either case as reimbursement of a portion of the total cash fee and expense reimbursement payable by the Investor to the QIU for acting as the qualified independent underwriter in connection with this offering (such cash amount to be withheld by the Investor, the “QIU Fee Reimbursement Amount”), and upon such withholding by the Investor of the total QIU Fee Reimbursement Amount from such total aggregate VWAP Purchase Price or from such total aggregate Intraday VWAP Purchase Price, as applicable, payable by the Investor to the Company pursuant to this Agreement, the Investor shall not withhold any additional cash amounts from the total aggregate purchase prices payable by the Investor to the Company in connection with any VWAP Purchase or Intraday VWAP Purchase effected pursuant to this Agreement. For the avoidance of doubt, (x) the QIU Fee Reimbursement Amount shall be fully earned and shall be non-refundable when withheld by the Investor in accordance with this Section 3.3, regardless of whether any additional VWAP Purchases or Intraday VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this Agreement, and (y) in the event that the Commencement shall not occur under this Agreement or, if the Commencement shall occur, in the event that no VWAP Purchase or Intraday VWAP Purchase is effected pursuant to this Agreement prior to the termination of this Agreement pursuant to Article VIII, then, in either case, the Investor shall not be entitled to receive the QIU Fee Reimbursement Amount from the Company or any other Person under this Agreement (whether through withholding of any cash amounts payable to the Company by the Investor pursuant to this Agreement or otherwise), and the Company shall have no obligation or requirement to pay all or any portion of the QIU Fee Reimbursement Amount to the Investor (or incur any liability therefor) or any obligation or requirement to pay to the QIU all or any portion of the total cash fee and expense reimbursement amounts payable by the Investor to the QIU for acting as the qualified independent underwriter in connection with this offering (or incur any liability therefor), either in cash or by issuing or delivering any securities or other form of consideration to the Investor or the QIU in satisfaction of such payment obligations of the Investor. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.​

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement DateExercise Date for such VWAP Purchase. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation), as full payment for such Shares, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the third (3rd) Trading Day immediately following the applicable VWAP Purchase Settlement Exercise Date for such VWAP PurchasePurchase (the “VWAP Purchase Settlement Date”), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by constituting the Investor in such VWAP Purchase Share Amount on such the applicable VWAP Purchase Settlement Exercise Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Exercise Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the VWAP Purchase Settlement Date or, if later, the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. Notwithstanding the foregoing, in the event the applicable VWAP Purchase Settlement Date coincides with an Exempt Day, the applicable VWAP Purchase Settlement Date shall be the next Trading Day that is not an Exempt Day. If the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two prior to 10:30 a.m., New York City time, on the first (21st) Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Exercise Date for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares (and the Investor’s obligation to purchase such Shares from the Company) shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day that is not an Exempt Day.

Settlement. The payment for, and against delivery of, the Shares constituting in respect of each VWAP Purchase shall be settled on the applicable VWAP Purchase Share Amount to be purchased by the Investor in a Settlement Date for such VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement DatePurchase. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the applicable VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation), as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 on the same Trading Day that the Investor receives such Shares as DWAC Shares in accordance with this Agreement, if all of such Shares are so received by the Investor before 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchaseor, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account payment therefor shall occur be made on the Trading Day next immediately following the Trading Day on which the Investor shall have has received all of such Shares as DWAC Shares. If the Company or its the Company’s transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.22.2, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the Trading Day immediately following the applicable VWAP Purchase Settlement Date for such VWAP Purchase (the “VWAP Purchase Share Delivery Date”) (it being acknowledged and agreed that the Company may not deliver any additional VWAP Purchase Notice to the Investor until all such Shares subject to such VWAP Purchase, and all Shares subject to all prior VWAP Purchase Notices, have been received by the Investor as DWAC Shares in accordance with this Agreement). For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (ia) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in b) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable “VWAP Purchase ConfirmationAmount”), as full payment for such SharesShares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the Trading Day immediately following the applicable VWAP Purchase Settlement Share Delivery Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Investor fails to pay the VWAP Purchase Amount when due, the Investor will return the DWAC Shares to the Company. If the Company or its transfer agent the Transfer Agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) prior to 10:30 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Share Delivery Date for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable Fixed Purchase Share Amount purchased by the Investor in each Fixed Purchase, the Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Additional VWAP Purchase Share Amount purchased by the Investor in each Additional VWAP Purchase shall be delivered to the Investor as DWAC Shares (i) with respect to such Fixed Purchase, not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the Fixed Purchase Date for such Fixed Purchase (each, a “Fixed Purchase Share Delivery Date”), (ii) with respect to such VWAP Purchase, not later than 10:00 a.m., New York time, on the Trading Day immediately following the VWAP Purchase Date for such VWAP Purchase (each, a “VWAP Purchase Share Delivery Date”), and (iii) with respect to such Additional VWAP Purchase, not later than 10:00 a.m., New York time, on the Trading Day immediately following the Additional VWAP Purchase Date for such Additional VWAP Purchase (each, an “Additional VWAP Purchase Share Delivery Date”), respectively. Subject to the timely receipt of the Shares constituting the applicable Fixed Purchase Share Amount purchased by the Investor in each Fixed Purchase as DWAC Shares on the applicable Fixed Purchase Share Delivery Date, the payment for, against delivery of, Shares in respect of such Fixed Purchase shall be settled not later than the third (3rd) Trading Day immediately following the applicable Fixed Purchase Share Delivery Date for such Fixed Purchase (each, a “Fixed Purchase Settlement Date”). Subject to the timely receipt of the Shares constituting the applicable VWAP Purchase Share Amount purchased by the Investor in each VWAP Purchase as DWAC Shares on the applicable VWAP Purchase Share Delivery Date, the payment for, against delivery of, Shares in respect of such VWAP Purchase shall be settled not later than the third (3rd) Trading Day immediately following the applicable VWAP Purchase Share Delivery Date for such VWAP Purchase (each, a “VWAP Purchase Settlement Date”). Subject to the timely receipt of the Shares constituting the applicable Additional VWAP Purchase Share Amount purchased by the Investor in each Additional VWAP Purchase as DWAC Shares on the applicable Additional VWAP Purchase Share Delivery Date, the payment for, against delivery of, Shares in respect of such Additional VWAP Purchase shall be settled not later than the third (3rd) Trading Day immediately following the applicable Additional VWAP Purchase Share Delivery Date for such Additional VWAP Purchase (each, an “Additional VWAP Purchase Settlement Date”). For each Fixed Purchase, each VWAP Purchase and each Additional VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to to, (i) in the case of a Fixed Purchase, the product of (iA) the total number of Shares purchased by the Investor in such Fixed Purchase and (B) the applicable Fixed Purchase Price for such Shares, (ii) in the case of a VWAP Purchase, the product of (A) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in B) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares Shares, and (as confirmed iii) in the applicable case of an Additional VWAP Purchase, the product of (A) the total number of Shares purchased by the Investor in such Additional VWAP Purchase Confirmation)and (B) the applicable Additional VWAP Purchase Price for such Shares, in each case as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 p.m.on the applicable Fixed Purchase Settlement Date, New York City timethe applicable VWAP Purchase Settlement Date and the applicable Additional VWAP Purchase Settlement Date, respectively, if all of such Shares are timely received by the Investor on the applicable Fixed Purchase Share Delivery Date for such Fixed Purchase, on the applicable VWAP Purchase Settlement Share Delivery Date for such VWAP Purchase, provided and on the Investor shall have timely receivedapplicable Additional VWAP Purchase Share Delivery Date for such Additional VWAP Purchase in accordance with this Section 2.4, as DWAC Sharesor, all of if such Shares purchased are not so timely received by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date2.4, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account payment therefor shall occur be made on the Trading Day next immediately following the Trading Day on which the Investor shall have has received all of such Shares as DWAC Shares. If the Company or its transfer agent the Transfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a Fixed Purchase, a VWAP Purchase or an Additional VWAP Purchase within two three (23) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.22.4, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such Fixed Purchase, VWAP PurchasePurchase or Additional VWAP Purchase (as applicable), then the Company shall, within two three (2e) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, broker review fees, and legal fees, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such Fixed Purchase, VWAP PurchasePurchase or Additional VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any VWAP Fixed Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Share, the Company shall round such fraction of an Ordinary Share up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.VWAP

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the 2nd Trading Day immediately following the VWAP Purchase Date for such VWAP Purchase (each, a “VWAP Purchase Share Delivery Date”). The payment for, against delivery of, Shares in respect of such VWAP Purchase shall be settled on or before the VWAP Purchase Share Delivery Date at which the Shares for such VWAP Purchase are delivered to the Investor (each, a “VWAP Purchase Settlement Date”), but in no event later than the first (1st) Trading Date immediately following the VWAP Purchase Share Delivery Date. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (iA) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in B) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation), as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructionsinstructions or the Transfer Agent despite receipt of a valid request from the Company, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.22.2, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP PurchasePurchase (as applicable), then the Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase (as applicable). The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by or wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Company shall, not later than 5:00 p.m., Hong Kong time, on the VWAP Purchase Exercise Date for such VWAP Purchase, deposit the Ordinary Shares represented by the ADSs constituting the applicable VWAP Purchase Share ADS Amount to be purchased by the Investor in a VWAP Purchase with the custodian for the Depositary (the “ADS Custodian,” being Deutsche Bank AG, Hong Kong Branch as of the date of this Agreement), pursuant to which the Depositary shall deliver the ADSs to the Investor. The ADSs constituting the applicable VWAP Purchase ADS Amount to be purchased by the Investor in a VWAP Purchase shall be delivered to the Investor as DWAC Shares ADSs not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement DateExercise Date for such VWAP Purchase. For each VWAP Purchase, the Investor shall pay to the Company an amount (the “Settlement Amount”) in cash equal to the product of (i) the total number of Shares VWAP Purchase ADS Amount purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares ADSs (as confirmed in the applicable VWAP Purchase Confirmation), as full payment for such SharesADSs, via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the third (3rd) Trading Day immediately following the applicable VWAP Purchase Settlement Exercise Date for such VWAP PurchasePurchase (the “VWAP Purchase Settlement Date”), provided the Investor shall have timely received, as DWAC SharesADSs, all of such Shares purchased by ADSs constituting the Investor in such VWAP Purchase ADS Amount on such the applicable VWAP Purchase Settlement Exercise Date in accordance with the first second sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares VWAP ADSs are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Exercise Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares relevant Settlement Amount in its designated bank account shall occur on the Trading Day next following the VWAP Purchase Settlement Date or, if later, the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares VWAP ADSs as DWAC SharesADSs. Notwithstanding the foregoing, in the event the applicable VWAP Purchase Settlement Date coincides with an Exempt Day, the applicable VWAP Purchase Settlement Date shall be the next Trading Day that is not an Exempt Day. If the Company or its transfer agent the Depositary shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares ADSs as DWAC Shares ADSs in respect of a VWAP Purchase within two prior to 10:30 a.m., New York City time, on the first (21st) Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2VWAP Purchase Exercise Date for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares ADSs to deliver in satisfaction of a sale by the Investor of such Shares ADSs that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and request pay cash to the Investor in an amount equal to the excess (if any) of the Investor’s total purchase price (including brokerage commissions, if any) for the ADSs so purchased (the “Cover Price Price”) over the total purchase price that would have been paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor such ADSs in connection with such VWAP Purchase; provided, however, that the Investor agrees to use its commercially reasonable efforts to purchase ADSs in respect of the Cover Price only in normal brokerage transactions at the prevailing price per ADS then available. The Company shall not issue any fraction of an Ordinary Share ADS upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary ShareADS, the Company shall round such fraction of an Ordinary Share ADS up or down to the nearest whole shareADS. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day that is not an Exempt Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and such Intraday VWAP Purchase(s) (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent shall fail for any reasonreason to deliver to the Investor, other than a failure of as DWAC Shares, any Shares purchased by the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) or an Intraday VWAP Purchase prior to 10:00 a.m., New York City time, on the Trading Days Day immediately following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2Purchase Share Delivery Date for such VWAP Purchase and for each such Intraday VWAP Purchase (as applicable), and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable), then the Company shall, within two one (21) Trading Days Day after the Investor’s request, either (1i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP PurchasePurchase or such Intraday VWAP Purchase (as applicable). The Company shall not issue any fraction of an Ordinary Share upon a share of Common Stock to the Investor in connection with any VWAP PurchasePurchase or Intraday VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments to be made under by the Investor pursuant to this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The payment for, against delivery of, Shares constituting in respect of each VWAP Purchase shall be settled on the applicable VWAP Purchase Share Amount to be purchased by the Investor in a Settlement Date for such VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement DatePurchase. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the applicable VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation), as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 on the same Trading Day that the Investor receives such Shares as DWAC Shares in accordance with this Agreement, if all of such Shares are so received by the Investor before 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchaseor, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account payment therefor shall occur be made on the Trading Day next immediately following the Trading Day on which the Investor shall have has received all of such Shares as DWAC Shares. If the Company or its transfer agent the Transfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.22.2, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase, and the Shares constituting the applicable Intraday VWAP Purchase Share Amount purchased by the Investor in each Intraday VWAP Purchase (as applicable), in each case shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m.10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date for such VWAP Purchase Settlement and for each such Intraday VWAP Purchase (as applicable) (the “Purchase Share Delivery Date”). For Subject to the cash amounts to be withheld by the Investor as set forth in the immediately following sentence of this Section 3.3, for (a) each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i1) the total number of Shares purchased by the Investor in such VWAP Purchase and (as confirmed in 2) the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, and (b) each Intraday VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (1) the total number of Shares purchased by the Investor in such Intraday VWAP Purchase and (2) the applicable Intraday VWAP Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Intraday VWAP Purchase, in each case via wire transfer of immediately available funds funds, not later than 5:00 p.m., New York City time, on the VWAP Trading Day immediately following the applicable Purchase Settlement Share Delivery Date for such VWAP PurchasePurchase and for each such Intraday VWAP Purchase (as applicable), provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase and such Intraday VWAP Purchase(s) (as applicable) on such VWAP Purchase Settlement Share Delivery Date in accordance with the first sentence of this Section 3.23.3, it being hereby acknowledged and agreed that or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If Subject to Section 10.1(ii), the Company or its transfer agent shall fail for any reason, other than a failure of and the Investor or its Broker-Dealer acknowledge and agree that the Investor shall withhold an amount in cash equal to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a thirty percent (30%) from the total aggregate VWAP Purchase within two (2) Trading Days following Price payable by the receipt Investor to the Company for the applicable VWAP Purchase Share Amount in connection with each VWAP Purchase effected by the Company of the applicable purchase price therefor in compliance with pursuant to this Section 3.2Agreement, and if on or after such Trading Day an amount in cash equal to thirty percent (30%) from the Investor purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale total aggregate Intraday VWAP Purchase Price payable by the Investor of such Shares that the Investor anticipated receiving from to the Company for the applicable Intraday VWAP Purchase Share Amount in respect of such connection with each Intraday VWAP Purchase, then Purchase effected by the Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by Agreement, in each case, until the Investor in connection with shall have received from such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Share, the Company shall round such fraction of an Ordinary Share up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.cash withholding(s) a

Settlement. The payment for, against delivery of, the total number of Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a each VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, settled on the Trading Day immediately following the last Trading Day of the applicable VWAP Purchase Valuation Period for such VWAP Purchase (the “VWAP Purchase Settlement Date”). For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the applicable VWAP Purchase Price for per Share to be paid by the Investor in such Shares (as confirmed in the applicable VWAP Purchase Confirmation)Purchase, as full payment for such Sharestotal VWAP Purchase Share Amount, via wire transfer of immediately available funds not later than 5:00 on the same Trading Day that the Investor receives all of the Shares in the total VWAP Purchase Share Amount as DWAC Shares in accordance with this Agreement, if all of such Shares are so received by the Investor before 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchaseor, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the such funds representing the VWAP Purchase Price for such Shares in its designated bank account shall may occur on the Trading Day next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:30 p.m., New York City time, on such next Trading Day. If the Company or its transfer agent the Transfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two five (25) Trading Days following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.2, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share a share of Common Stock upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Common Stock, the Company shall round such fraction of an Ordinary Share a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.

Settlement. The payment for, against delivery of, Shares constituting in respect of each VWAP Purchase shall be settled on the applicable VWAP Purchase Share Amount to be purchased by the Investor in a Date for such VWAP Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the VWAP Purchase Settlement DatePurchase. For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of of: (ia) the total number of Shares purchased by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) ); and (iib) the applicable VWAP Purchase Price for such Shares (as confirmed in the applicable VWAP Purchase Confirmation), in each case as full payment for such Shares, via wire transfer of immediately available funds not later than 5:00 on the same Trading Day that the Investor receives such Shares as DWAC Shares in accordance with this Agreement, if all of such Shares are so received by the Investor before 1:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchaseor, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account payment therefor shall occur be made on the Trading Day next immediately following the Trading Day on which the Investor shall have has received all of such Shares as DWAC Shares. If (i) the Company or its transfer agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a valid and correct DWAC and required instructions, to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) Trading Days following the receipt by the Company of the applicable aggregate purchase price therefor in compliance with this Section 3.2, and if on or (ii) after such second (2nd) Trading Day Day, the Investor purchases (in an open market transaction or otherwise) Ordinary Shares shares of Class A Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within two (2) Trading Days after the Investor’s requestrequest following such second (2nd) Trading Day, either either, in the Company’s sole discretion: (1A) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares shares of Class A Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, ; or (iiB) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor in connection with such VWAP Purchase. The Company shall not issue any fraction of an Ordinary Share a share of Class A Common Stock upon any VWAP Purchase. If the issuance would result in the issuance of a fraction of an Ordinary Sharea share of Class A Common Stock, the Company shall round such fraction of an Ordinary Share a share of Class A Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account or accounts as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.