Common use of At the Market Sales Clause in Contracts

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time on the terms and subject to the conditions set forth herein, it may issue and sell through either Agent, acting as sales agent, Shares having an aggregate offering price of up to $25,000,000 (the “Offering Size”); provided, however, that in no event shall the Company issue or sell through the Agents such number of Shares that (a) exceeds the number or dollar amount of shares of Common Stock registered on the Registration Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Stock under the Company’s Certificate of Incorporation, as amended (“Certificate of Incorporation”), (c) would cause the Company or the Offering to not satisfy the eligibility and transaction requirements for use of Form S-3 (including, if then applicable, General Instruction I.B.6 of Form S-3), or (d) exceed the number or dollar amount of Common Stock for which the Company has filed a Prospectus Supplement (the lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and the Agents shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agents with written notice no less than one (1) Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. For the avoidance of doubt, all sales of Shares under this Agreement shall occur through the Designated Agent (as hereinafter defined). “Business Day”, as used herein, shall mean any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time following the effective date of the Registration Statement on the terms and subject to the conditions set forth herein, it may issue and sell through either the Agent, acting as sales agent, Shares having an aggregate offering price of up to $25,000,000 300,000,000 (the “Offering Size”); provided, however, that in no event shall the Company issue or sell through the Agents Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Stock Ordinary Shares registered on the Registration Statement pursuant to which the Offering is being made, or (b) exceeds the number of authorized but unissued shares of Common Stock under the Company’s Certificate of Incorporation, as amended (“Certificate of Incorporation”), (c) would cause the Company or the Offering to not satisfy the eligibility and transaction requirements for use of Form S-3 F-3 (including, if then applicable, General Instruction I.B.6 I.B.5 of Form S-3), or (dF-3) exceed the number or dollar amount of Common Stock for which the Company has filed a Prospectus Supplement (the lesser of (a), (b), (c) and (db), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and the Agents Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agents Agent with written notice no less than one (1) Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. For the avoidance of doubt, all sales of Shares under this Agreement shall occur through the Designated Agent (as hereinafter defined). “Business Day”, as used herein, shall mean any day other than Saturday, Sunday or other day on which commercial banks in The City of Txx Xxxx xx Xxx Xxxx, Xxxxxx, Xxxxxxxxx or Auckland, New York Zealand are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day. For the avoidance of doubt, the Company and Agent acknowledge and agree that no sales shall be made pursuant to this Agreement until such time as the Registration Statement has been declared effective by the Commission.

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time following the effective date of the Registration Statement on the terms and subject to the conditions set forth herein, it may issue and sell through either the Agent, acting as sales agent, Shares having an aggregate offering price of up to $25,000,000 50,000,000 (the “Offering Size”); provided, however, that in no event shall the Company issue or sell through the Agents Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Stock Ordinary Shares registered on the Registration Statement pursuant to which the Offering is being made, or (b) exceeds the number of authorized but unissued shares of Common Stock under the Company’s Certificate of Incorporation, as amended (“Certificate of Incorporation”), (c) would cause the Company or the Offering to not satisfy the eligibility and transaction requirements for use of Form S-3 F-3 (including, if then applicable, General Instruction I.B.6 I.B.5 of Form S-3), or (dF-3) exceed the number or dollar amount of Common Stock for which the Company has filed a Prospectus Supplement (the lesser of (a), (b), (c) and (db), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and the Agents Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agents Agent with written notice no less than one (1) Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. For the avoidance of doubt, all sales of Shares under this Agreement shall occur through the Designated Agent (as hereinafter defined). “Business Day”, as used herein, shall mean any day other than Saturday, Sunday or other day on which commercial banks in The City of New York or London, England are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day. For the avoidance of doubt, the Company and Agent acknowledge and agree that no sales shall be made pursuant to this Agreement until such time as the Registration Statement has been declared effective by the Commission.

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through either the Agent, acting as sales agent, the Shares having up to an aggregate offering price of up US$10,000,0000, it being acknowledged and agreed that the an aggregate of US$2,915,682 worth of Shares have previously been sold under the Agreement, leaving the Agent authorized to $25,000,000 (sell a total of US$7,084,318 pursuant to the “Offering Size”)terms of this Agreement; provided, however, that in no event shall the Company issue or sell through the Agents Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Stock Shares registered on the Registration Statement Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Stock under the Company’s Certificate of Incorporation, as amended (“Certificate of Incorporation”), Shares or (c) would cause the Company or the Offering offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form S-3 F-3 (including, if then applicable, General Instruction I.B.6 I.B.5 of Form S-3), or (d) exceed the number or dollar amount of Common Stock for which the Company has filed a Prospectus Supplement F-3 (the lesser of (a), (b), (c) and (dc), the “"Maximum Amount”")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2(a3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and the Agents that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agents Agent with written notice no less than one (1) Business Day business day prior to the date on which it makes the initial sale of Shares under this Agreement. For the avoidance of doubt, all sales of Shares under this Agreement shall occur through the Designated Agent (as hereinafter defined). “Business Day”, as As used herein, shall mean the terms "business day" means any day (other than Saturday, Sunday or other day on any federal holiday in the United States) in which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such daybusiness."

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through either the Agent, acting as sales agent, the Shares having up to an aggregate offering price of up to $25,000,000 US$300,000,000 (the “Offering Size”); provided, however, that in no event shall the Company issue or sell through the Agents Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Stock Shares registered on the Registration Statement Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Stock Shares under the Company’s Certificate Articles of Incorporation, as amended (“Certificate of Incorporation”), or (c) would cause the Company or the Offering offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form S-3 F-3 (including, if then applicable, General Instruction I.B.6 I.B.5 of Form S-3), or (dF-3) exceed the number or dollar amount of Common Stock for which the Company has filed a Prospectus Supplement (the lesser of (a), (b), (c) and (dc), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2(a3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and the Agents that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agents Agent with written notice no less than one (1) Business Day (as defined below) prior to the date on which it makes the initial sale of Shares under this Agreement. For As used herein, the avoidance of doubt, all sales of Shares under this Agreement shall occur through the Designated Agent (as hereinafter defined). term “Business Day”, as used herein, ” shall mean any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time following the effective date of the Registration Statement on the terms and subject to the conditions set forth herein, it may issue and sell through either the Agent, acting as sales agent, Shares having an aggregate offering price of up to $25,000,000 50,000,000 (the “Offering Size”); provided, however, that in no event shall the Company issue or sell through the Agents Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Stock Ordinary Shares registered on the Registration Statement pursuant to which the Offering is being made, or (b) exceeds the number of authorized but unissued shares of Common Stock under the Company’s Certificate of Incorporation, as amended (“Certificate of Incorporation”), (c) would cause the Company or the Offering to not satisfy the eligibility and transaction requirements for use of Form S-3 F-3 (including, if then applicable, General Instruction I.B.6 I.B.5 of Form S-3), or (dF-3) exceed the number or dollar amount of Common Stock for which the Company has filed a Prospectus Supplement (the lesser of (a), (b), (c) and (db), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and the Agents Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agents Agent with written notice no less than one (1) Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. For the avoidance of doubt, all sales of Shares under this Agreement shall occur through the Designated Agent (as hereinafter defined). “Business Day”, as used herein, shall mean any day other than Saturday, Sunday or other day on which commercial banks in The City of Txx Xxxx xx Xxx Xxxx, Xxxxxx, Xxxxxxxxx or Auckland, New York Zealand are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day. For the avoidance of doubt, the Company and Agent acknowledge and agree that no sales shall be made pursuant to this Agreement until such time as the Registration Statement has been declared effective by the Commission.

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time on the terms and subject to the conditions set forth herein, it may issue and sell through either the Agent, acting as sales agent, Shares having an aggregate offering price of up to $25,000,000 15,000,000 (the “Offering Size”); provided, however, that in no event shall the Company issue or sell through the Agents Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Stock registered on the Registration Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Stock under the Company’s Certificate of Incorporation, as amended (“Certificate of Incorporation”), or (c) would cause the Company or the Offering to not satisfy the eligibility and transaction requirements for use of Form S-3 (including, if then applicable, General Instruction I.B.6 of Form S-3), or (d) exceed the number or dollar amount of Common Stock for which the Company has filed a Prospectus Supplement (the lesser of (a), (b), (c) and (dc), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and the Agents Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agents Agent with written notice of the Maximum Amount available for sale of the Shares no less than one (1) Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. For the avoidance of doubt, all sales of Shares under this Agreement shall occur through the Designated Agent (as hereinafter defined). “Business Day”, as used herein, shall mean any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement on the terms and subject to the conditions set forth herein, it may issue and sell through either the Agent, acting as sales agent, the Shares having up to an aggregate offering price of up to $25,000,000 200,000,000 (the “"Offering Size”"); provided, however, that in no event shall the Company issue or sell through the Agents Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Stock registered on the Registration Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Stock under the Company’s Certificate Amended and Restated Articles of Incorporation, as amended (“Certificate of Incorporation”)amended, or (c) would cause the Company or the Offering offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form S-3 F-3 (including, if then applicable, General Instruction I.B.6 I.B.5 of Form S-3), or (dF-3) exceed the number or dollar amount of Common Stock for which the Company has filed a Prospectus Supplement (the lesser of (a), (b), (c) and (dc), the “"Maximum Amount”"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2(a3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and the Agents Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agents Agent with written notice no less than one (1) Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. For the avoidance of doubt, all sales of Shares under this Agreement shall occur through the Designated Agent (as hereinafter defined). “Business Day”, as used herein, shall mean any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time on the terms and subject to the conditions set forth herein, it may issue and sell through either the Agent, acting as sales agent, Shares having an aggregate offering price of up to $25,000,000 [___] (the “Offering Size”); provided, however, that in no event shall the Company issue or sell through the Agents Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Stock registered on the Registration Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Stock under the Company’s Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”), or (c) would cause the Company or the Offering to not satisfy the eligibility and transaction requirements for use of Form S-3 (including, if then applicable, General Instruction I.B.6 of Form S-3), or (d) exceed the number or dollar amount of Common Stock for which the Company has filed a Prospectus Supplement (the lesser of (a), (b), (c) and (dc), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and the Agents Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agents Agent with written notice of the Maximum Amount available for sale of the Shares no less than one (1) Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. For the avoidance of doubt, all sales of Shares under this Agreement shall occur through the Designated Agent (as hereinafter defined). “Business Day”, as used herein, shall mean any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time following the effective date of the Registration Statement on the terms and subject to the conditions set forth herein, it may issue and sell through either the Agent, acting as sales agent, Shares having an aggregate offering price of up to $25,000,000 6,680,000 (the “Offering Size”); provided, however, that in no event shall the Company issue or sell through the Agents Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Stock Shares registered on the Registration Statement pursuant to which the Offering is being made, or (b) exceeds the number of authorized but unissued shares of Common Stock under the Company’s Certificate of Incorporation, as amended (“Certificate of Incorporation”), (c) would cause the Company or the Offering to not satisfy the eligibility and transaction requirements for use of Form S-3 F-3 (including, if then applicable, General Instruction I.B.6 I.B.5 of Form S-3), or (dF-3) exceed the number or dollar amount of Common Stock for which the Company has filed a Prospectus Supplement (the lesser of (a), (b), (c) and (db), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and the Agents Agent shall have no obligation in connection with such compliancecompliance provided it follows the instructions of the Company with respect to the amount of Shares included in each Transaction Notice (as defined below) from time to time. Notwithstanding the foregoing, the Company agrees that it will provide the Agents Agent with written notice no less than one (1) Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. For the avoidance of doubt, all sales of Shares under this Agreement shall occur through the Designated Agent (as hereinafter defined). “Business Day”, as used herein, shall mean any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

At the Market Sales. On the basis of the representations, warranties and agreements herein herein, the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through either the Agent, acting as sales agent, Shares having an aggregate offering price of up to $25,000,000 (the “Offering Size”)Shares; provided, however, that in no event shall the Company issue or sell through the Agents Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Stock registered on the Registration Statement and covered by the Prospectus relating to the offering of the Shares, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Stock under the Company’s Certificate of IncorporationCharter, as amended (“Certificate of Incorporation”), or (c) would cause the Company or the Offering offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form S-3 (including, if then applicable, General Instruction I.B.6 of Form S-3), or (d) exceed the number or dollar amount of Common Stock for which the Company has filed a Prospectus Supplement (the lesser of (a), (b), and (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and the Agents that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agents Agent with written notice no less than one (1) Business Day business day prior to the date on which it makes intends to instruct the Agent to make the initial sale of Shares under this Agreement. For the avoidance of doubt, all sales of Shares under this Agreement shall occur through the Designated Agent (as hereinafter defined). “Business Day”, as As used herein, shall mean the terms “business day” means any day (other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed); provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through either the Agent, acting as sales agent, Shares having an aggregate offering price of up to $25,000,000 20,000,000 (the “Offering Size”); provided, however, that in no event shall the Company issue or sell through the Agents Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Stock registered on the Registration Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Stock under the Company’s Certificate of Incorporation, as amended (“Certificate of Incorporation”)Charter, (c) would cause the Company or the Offering to not satisfy the eligibility and transaction requirements for use of Form S-3 (including, if then applicable, General Instruction I.B.6 of Form S-3), or (d) exceed exceeds the number of Shares or dollar amount of Common Stock for which the Company has filed a Prospectus Supplement prospectus supplement (the lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and the Agents that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agents Agent with written notice no less than one (1) Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. For the avoidance of doubt, all sales of Shares under this Agreement shall occur through the Designated Agent (as hereinafter defined). “Business Day”, as used herein, shall mean any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time following the effective date of the Registration Statement on the terms and subject to the conditions set forth herein, it may issue and sell through either the Agent, acting as sales agent, Shares having an aggregate offering price of up to $25,000,000 20,000,000 (the “Offering Size”); provided, however, that in no event shall the Company issue or sell through the Agents Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Stock Ordinary Shares registered on the Registration Statement pursuant to which the Offering is being made, or (b) exceeds the number of authorized but unissued shares of Common Stock under the Company’s Certificate of Incorporation, as amended (“Certificate of Incorporation”), (c) would cause the Company or the Offering to not satisfy the eligibility and transaction requirements for use of Form S-3 F-3 (including, if then applicable, General Instruction I.B.6 I.B.5 of Form S-3), or (dF-3) exceed the number or dollar amount of Common Stock for which the Company has filed a Prospectus Supplement (the lesser of (a), (b), (c) and (db), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and the Agents Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agents Agent with written notice no less than one (1) Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. For the avoidance of doubt, all sales of Shares under this Agreement shall occur through the Designated Agent (as hereinafter defined). “Business Day”, as used herein, shall mean any day other than Saturday, Sunday or other day on which commercial banks in The City of New York or London, England are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.