BiondVax Pharmaceuticals Ltd. Sample Contracts

UNDERWRITING AGREEMENT between BIONDVAX PHARMACEUTICALS LTD. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters
Underwriting Agreement • April 6th, 2015 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • New York

The undersigned, BiondVax Pharmaceuticals Ltd., a company formed under the laws of the State of Israel (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

BIONDVAX PHARMACEUTICALS LTD. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of _______________, 2015 DEPOSIT AGREEMENT
Deposit Agreement • April 6th, 2015 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • New York

DEPOSIT AGREEMENT dated as of ________________, 2015, among BiondVax Pharmaceuticals Ltd., a company incorporated under the laws of the State of Israel (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

UNDERWRITING AGREEMENT between BIONDVAX PHARMACEUTICALS LTD. and JOSEPH GUNNAR & CO., LLC, as Representative of the Several Underwriters BIONDVAX PHARMACEUTICALS LTD. UNDERWRITING AGREEMENT
Underwriting Agreement • September 15th, 2017 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)

The undersigned, BiondVax Pharmaceuticals Ltd., a company formed under the laws of the State of Israel (the “Company”), hereby confirms its agreement (this “Agreement”) with Joseph Gunnar & Co., LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein) as follows:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 19th, 2023 • Scinai Immunotherapeutics Ltd. • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 15, 2023 by and between Scinai Immunotherapeutics Ltd., a company organized under the laws of the State of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

1,600,000 UNITS BIONDVAX PHARMACEUTICALS, LTD. UNDERWRITING AGREEMENT
Underwriting Agreement • December 20th, 2022 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • New York

The undersigned, BiondVax Pharmaceuticals, Ltd., a company incorporated under the laws of Israel (collectively with its Subsidiaries (as defined below), if any, the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (the “Underwriter”) on the terms and conditions set forth herein. The Underlying Shares (as defined below) are to be deposited pursuant to a deposit agreement, as amended, dated May 11, 2015 (the “Deposit Agreement”), among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders and beneficial holders from time to time of the ADRs (as defined below) issued by the Depositary and evidencing the ADSs (as defined below). Each ADS represents 400 Ordinary Shares (as defined below) deposited pursuant to the Deposit Agreement.

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • March 4th, 2025 • Scinai Immunotherapeutics Ltd. • Biological products, (no disgnostic substances)

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of March 3, 2025, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and SCINAI IMMUNOTHERAPEUTICS LTD., a company incorporated under the laws of Israel (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

3,813,560 AMERICAN DEPOSITARY SHARES EACH REPRESENTING 40 ORDINARY SHARES, NO PAR VALUE PER SHARE BIONDVAX PHARMACEUTICALS, LTD. UNDERWRITING AGREEMENT
Underwriting Agreement • December 29th, 2021 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • New York

The undersigned, BiondVax Pharmaceuticals, Ltd., a company incorporated under the laws of Israel (collectively with its Subsidiaries (as defined below), if any, the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (the “Underwriter”) on the terms and conditions set forth herein. The Underlying Ordinary Shares (as defined below) are to be deposited pursuant to a deposit agreement, as amended, dated May 11, 2015 (the “Deposit Agreement”), among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders and beneficial holders from time to time of the ADRs (as defined below) issued by the Depositary and evidencing the ADSs (as defined below). Each ADS represents 40 Ordinary Shares (as defined below) deposited pursuant to the Deposit Agreement.

WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES SCINAI IMMUNOTHERAPEUTICS LTD.
Warrant Agreement • January 2nd, 2024 • Scinai Immunotherapeutics Ltd. • Biological products, (no disgnostic substances) • New York

THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [__________________]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SCINAI IMMUNOTHERAPEUTICS LTD., a company organized under the laws of the State of Israel (the “Company”), up to [¡] Ordinary Shares, no par value per share of the Company (the “Warrant Shares”), represented by [¡] American Depositary Shares (each, an “ADS” and, collectively, the “ADSs” and the ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise Price,

PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES SCINAI IMMUNOTHERAPEUTICS LTD.
Placement Agent Warrant • September 19th, 2023 • Scinai Immunotherapeutics Ltd. • Biological products, (no disgnostic substances) • New York

THIS PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 15, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SCINAI IMMUNOTHERAPEUTICS LTD., a company organized under the laws of the State of Israel (the “Company”), up to [●] Ordinary Shares, no par value per share of the Company (the “Warrant Shares”), represented by [●] American Depositary Shares (each, an “ADS” and, collectively, the “ADSs” and the ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exe

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 27th, 2026 • Scinai Immunotherapeutics Ltd. • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 23, 2026, between Scinai Immunotherapeutics Ltd., a company organized under the laws of the State of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

BIONDVAX PHARMACEUTICALS LTD. American Depositary Shares (each representing 40 fully paid Ordinary Shares) AT MARKET ISSUANCE SALES AGREEMENT
At Market Issuance Sales Agreement • November 4th, 2016 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • New York
PURCHASE WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES BIONDVAX PHARMACEUTICALS LTD.
Purchase Warrant • December 14th, 2022 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • New York

THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December [ ], 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BiondVax Pharmaceuticals Ltd., a company limited by shares organized under the laws of the State of Israel (the “Company”), up to ______ ordinary shares, no par value (as subject to adjustment hereunder, the “Warrant Shares”) represented by [●] American Depositary Share (“ADSs”), each ADS representing four hundred (400) ordinary shares, as subject to adjustment hereunder (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one ADS under this Warrant shall be equ

FORM OF WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES SCINAI IMMUNOTHERAPEUTICS LTD.
Security Agreement • April 27th, 2026 • Scinai Immunotherapeutics Ltd. • Biological products, (no disgnostic substances) • New York

THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 27, 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SCINAI IMMUNOTHERAPEUTICS LTD., a company organized under the laws of the State of Israel (the “Company”), up to [●] Ordinary Shares, no par value per share of the Company (the “Warrant Shares”), represented by [●] American Depositary Shares (each, an “ADS” and, collectively, the “ADSs” and the ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defi

UNDERWRITING AGREEMENT between BIONDVAX PHARMACEUTICALS LTD. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters
Underwriting Agreement • April 28th, 2015 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • New York

The undersigned, BiondVax Pharmaceuticals Ltd., a company formed under the laws of the State of Israel (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

PREFUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES BIONDVAX PHARMACEUTICALS LTD.
Prefunded Warrant Agreement • December 14th, 2022 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • New York

THIS PREFUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BiondVax Pharmaceuticals Ltd., a company limited by shares organized under the laws of the State of Israel (the “Company”), up to ______ ordinary shares, no par value (as subject to adjustment hereunder, the “Warrant Shares”) represented by [●] American Depositary Share (“ADSs”), each ADS representing four hundred (400) ordinary shares, as subject to adjustment hereunder (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one ADS under this Warrant shall be equal to the Exercise Pri

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 27th, 2026 • Scinai Immunotherapeutics Ltd. • Biological products, (no disgnostic substances)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 23, 2026, between Scinai Immunotherapeutics Ltd., a company organized under the laws of the State of Israel (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

ADDENDUM TO SERVICES AGREEMENT
Services Agreement • December 29th, 2014 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)

This Amendment to the Services Agreement (the "Addendum") is entered into as of August 31, 2014 (the "Effective Date"), by and between Biondvax Pharmaceuticals Ltd. (the "Company"), CFO Direct Ltd. (the "Contractor") and Mr. Uri Ben Or. The Company and Contractor shall be referred to individually as a "Party" and collectively as the "Parties".

AGREEMENT
Service Agreement • December 29th, 2014 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • Tel-Aviv

This agreement (the “Agreement”) is entered into as of this 20 day of June, 2007 between BiondVax Pharmaceuticals Ltd., of 14 Einstein St., Nes-Ziona, Israel (the “Company”) and Mr. Uri Ben-Or CPA and CFO Direct, jointly and severely, of 57 Rothschild street, Yatir Building, 2nd floor, Kfar Saba 44201, Israel (the “Contractor”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 29th, 2014 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • Tel-Aviv

This Employment Agreement (this “Agreement is entered by and between BiondVax Pharmaceuticals Ltd., with offices at 54 Bialik Ave.; Ramat Ha’Sharon, Israel P.O. Box 1802, Ramat Ha’Sharon 47117, Israel (the “Company”)

Unofficial Translation from Hebrew Original] Addendum 2 to the Lease Agreement of July 10, 2017 Prepared and signed in Tel Aviv on June 3, 2023
Addendum to Lease Agreement • May 7th, 2025 • Scinai Immunotherapeutics Ltd. • Biological products, (no disgnostic substances)

Whereas: an unprotected lease agreement, with its extensions and additions (“the Lease Agreement”), was signed between the parties on July 10, 2017, by virtue of which the Lessee leases from the Company laboratories and offices in an area of approximately 1,845 square meters (gross) which constitutes the entire area of the second floor (“the Leased”), in a building in the compound of the medical campus of Hadassah and the Hebrew University of Ein Kerem in Jerusalem (“Structure”), as specified in the Lease Agreement;

CERTAIN IDENTIFIED INFORMATION MARKED ([* * *]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. [Unofficial Translation from Hebrew Original] Addendum 3 to the Lease...
Lease Agreement • May 7th, 2025 • Scinai Immunotherapeutics Ltd. • Biological products, (no disgnostic substances)

Whereas: an unprotected lease agreement, with its extensions and additions (“the Lease Agreement”), was signed between the parties it was signed on July 10, 2017, by virtue of which the Lessee leases from the Company laboratories and offices in an area of approximately 1,845 square meters (gross) which constitutes the entire area of the second floor (“the Leased”), in a building in the compound of the medical campus of Hadassah and the Hebrew University of Ein Kerem in Jerusalem (“Structure”), as specified in the Lease Agreement;

EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2022 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)

THIS PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made this 20th day of January 2021 by and between BiondVax Pharmaceuticals Ltd. registry number 51343610, a company having its principal place of business at Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem, Israel (the “Company”) and Amir Reichman (I.D. 032241911) Boomgaardlaan 29,1560 Hoeilaart, Belgium (the “Employee”).

Contract
Amendment Agreement • December 14th, 2022 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)
Arrangement to Conclude Proceedings, Subject to Conditions in accordance With Section B to Chapter 9A of the Securities Law 5728-1968 That was drawn and entered into on August 13 2018, between the following parties:
Arrangement to Conclude Proceedings • August 20th, 2018 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)

Whereas the Suspect was investigated for suspicion of violating the Securities Law 5728-1968, while serving as CEO of BiondVax Pharmaceuticals Ltd. and as director in the Company;

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • September 11th, 2025 • Scinai Immunotherapeutics Ltd. • Biological products, (no disgnostic substances)

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of September 10, 2025, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and SCINAI IMMUNOTHERAPEUTICS LTD., a company incorporated under the laws of Israel (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

Unofficial Translation from Hebrew Original] First Addendum to the Unprotected Lease Agreement from July 10, 2017 Prepared and signed on April 29, 2022
First Addendum to the Unprotected Lease Agreement • May 7th, 2025 • Scinai Immunotherapeutics Ltd. • Biological products, (no disgnostic substances)

Whereas: an unprotected lease agreement, with its extensions and additions (“the Lease Agreement”), was signed between the parties on July 10, 2017, by virtue of which the Lessee leases from the Company laboratories and offices in an area of approximately 1,845 square meters (gross) which constitutes the entire area of the second floor (“the Leased”), in a building in the compound of the medical campus of Hadassah and the Hebrew University of Ein Kerem in Jerusalem (“Structure”), as specified in the Lease Agreement;

REVERSE EQUITY PRICING AGREEMENT
Reverse Equity Pricing Agreement • November 13th, 2014 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)

This REVERSE EQUITY PRICING AGREEMENT (“Agreement”) dated as of November 13, 2013 between YA Global Investments, L.P, a limited partnership organized and existing under the laws of the Cayman Islands (the “Investor”), and BiondVax Pharmaceuticals Ltd., a public company organized and existing under the laws of Israel (the “Company”). Each of the above mentioned parties to this Agreement shall be referred to as a “Party” and all of such Parties as the “Parties.”

CERTAIN IDENTIFIED INFORMATION MARKED ([* * *]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. [Unofficial Translation from Hebrew Original] Addendum 4 to the Lease...
Lease Agreement • May 7th, 2025 • Scinai Immunotherapeutics Ltd. • Biological products, (no disgnostic substances)

Whereas: an unprotected lease agreement, with its extensions and additions (“the Lease Agreement”), was signed between the parties on July 10, 2017, by virtue of which the Tenant leases from the Company laboratories and offices in an area of approximately 1,845 square meters (gross) which constitutes the entire area of the second floor (“the Leased”), in a building in the compound of the medical campus of Hadassah and the Hebrew University of Ein Kerem in Jerusalem (“Structure”), as specified in the Lease Agreement;

LEASE AGREEMENT Entered into and signed on the 11 day of August 2020 (the “Effective Date”)
Lease Agreement • April 1st, 2026 • Scinai Immunotherapeutics Ltd. • Biological products, (no disgnostic substances)

Whereas the Landlord declares that it is the owner of the interest in the land known as Block 5405 Plot 14, at 5 Nahal Snir Street, Yavne, in the Northern Industrial Area in Yavne

Consortium Agreement
Consortium Agreement • November 13th, 2014 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)

REGULATION (EC) No 1906/2006 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 18 December 2006 laying down the rules for the participation of undertakings, research centres and universities in actions under the Seventh Framework Programme and for the dissemination of research results (2007-2013) hereinafter referred to as Rules for Participation and the European Commission Grant Agreement, adopted on 10 April 2007, Version 6 adopted on 24 January 2011, hereinafter referred to as the Grant Agreement or EC-GA and Annex II adopted on 10 April 2007, hereinafter referred to as Annex II of the EC-GA, and is made on 2013-10-01, hereinafter referred to as “Effective Date”

Unofficial Translation from Hebrew Original] Addendum 5 to the Lease Agreement of July 10, 2017 Prepared and signed in Tel Aviv on December 24, 2024
Lease Agreement • May 7th, 2025 • Scinai Immunotherapeutics Ltd. • Biological products, (no disgnostic substances)

Whereas: an unprotected lease agreement, with its extensions and additions (“the Lease Agreement”), was signed between the parties signed on July 10, 2017, by virtue of which the Tenant leases from the Company laboratories and offices in an area of approximately 1,845 square meters (gross) which constitutes the entire area of the second floor (“the Leased Premises”), and 13 (thirteen) outdoor parking spaces, 2 (two) outdoor double parking spaces and 7 (seven) covered parking spaces, in a building in the compound of the medical campus of Hadassah and the Hebrew University of Ein Kerem in Jerusalem (“Structure”), as specified in the Lease Agreement

ADS RIGHTS AGENT AGREEMENT June [ ], 2019
Ads Rights Agent Agreement • June 6th, 2019 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • New York

BiondVax Pharmaceuticals Ltd., a company incorporated under the laws of the State of Israel (the “Company”), will grant to existing holders (the “ADS Holders”) of American Depositary Shares (“ADSs”) issued under the Deposit Agreement dated as of May 30, 2014, as amended as of May 11, 2015 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and all owners and holders from time to time of ADSs issued thereunder that are registered on the books of the Depositary as of close of business in New York City on June 9, 2019 (the “Record Date”) the right (the “ADS Rights Offer”) to purchase new ADSs at a purchase price of $5.69 per new ADS (the “Purchase Price”). Each ADS Holder will receive 0.537823255 ADS rights (each, an “ADS Right”) for each ADS held on the Record Date, and each ADS Right will entitle the registered holder (an “ADS Rights Holder”) to purchase one new ADS in the ADS Rights Offer. Each ADS represents 40 ordinary shares (e