Common use of Change in Option Price or Rate of Conversion Clause in Contracts

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Equivalents, or the rate at which any Ordinary Share Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii), if the terms of any Option or Ordinary Share Equivalents that was outstanding as of the date this Warrant was issued are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Equivalents and the Ordinary Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share EquivalentsConvertible Securities, or the rate at which any Ordinary Share Equivalents Convertible Securities are convertible into or exercisable or exchangeable for Ordinary Common Shares increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Equivalents Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Share Equivalents Convertible Security that was outstanding as of the date this Warrant was issued Initial Exercise Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Equivalents Convertible Security and the Ordinary Common Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Optionsoptions, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a))time, the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii)3, if the terms of any Option option or Ordinary Share Equivalents Common Stock Equivalent that was outstanding as of the date of issuance of this Warrant was issued are increased or decreased in the manner described in the immediately preceding sentence, then such Option option or Ordinary Share Equivalents Common Stock Equivalent and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d) 3 shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(j)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued Issuance Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(j) shall be made if such adjustment would result in an increase of the Exercise Price then in effect. This Section 3(j)(iii) shall not apply to any Exempt Issuance.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Equivalents, or the rate at which any Ordinary Share Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Share Equivalents that was outstanding as of the date this Warrant was issued Issuance Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Equivalents and the Ordinary Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Common Share Equivalents, or the rate at which any Ordinary Common Share Equivalents are convertible into or exercisable or exchangeable for Ordinary Common Shares increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Common Share Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Common Share Equivalents that was outstanding as of the date this Warrant was issued are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Common Share Equivalents and the Ordinary Common Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents (including, without limitation, any Option or Common Stock Equivalents that was outstanding as of the date this Warrant was issued Issuance Date) are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Equivalents, or the rate at which any Ordinary Share Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Share Equivalents that was outstanding as of the date this Warrant was issued are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Equivalents and the Ordinary Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued of the Letter Agreement are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Common Share Equivalents, or the rate at which any Ordinary Common Share Equivalents are convertible into or exercisable or exchangeable for Ordinary Common Shares increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a3(b)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Common Share Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(c)(iii), if the terms of any Option or Ordinary Common Share Equivalents that was outstanding as of the date this Warrant was issued Issuance Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Common Share Equivalents and the Ordinary Common Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(c) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise exercise, or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration consideration, or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares Common Stock deemed issuable upon exercise, conversion conversion, or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)4.1), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii)4.2.3, if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued of issuance are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d) 4.2 shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued Issuance Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect. This Section 3(b)(iii) shall not apply to any Exempt Issuance.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(e)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued Issuance Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(e) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued Issuance Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)3.1(i), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3.1(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued Initial Exercise Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3.1(iii) shall be made if such adjustment would result in an increase of the Exercise Price then in effect. This Section 3.1(iii) shall not apply to any Exempt Issuance.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a5(a)), the Exercise Conversion Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Conversion Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii5(e), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant Note was issued are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d5(e) shall be made if such adjustment would result in an increase of the Exercise Conversion Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a3(b)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(a)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued Issuance Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(a) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Common Share Equivalents, or the rate at which any Ordinary Common Share Equivalents are convertible into or exercisable or exchangeable for Ordinary Common Shares increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Common Share Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Common Share Equivalents that was outstanding as of the date this Warrant was issued Issuance Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Common Share Equivalents and the Ordinary Common Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a5(a)), the Exercise Conversion Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Conversion Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii5(c)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant Debenture was issued are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d5(c) shall be made if such adjustment would result in an increase of the Exercise Conversion Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Equivalents, or the rate at which any Ordinary Share Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been as provided in effect at such time had this Section 3(b) as if such Options or Ordinary Share Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, were a new issuance and sale as the case may be, at of the time initially granted, issued of such increase or solddecrease. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Share Equivalents Equivalent that was outstanding as of the date this Warrant was issued Issuance Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Equivalents and the Ordinary Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Shares Equivalents, or the rate at which any Ordinary Share Common Shares Equivalents are convertible into or exercisable or exchangeable for Ordinary Common Shares increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a5(a)), the Exercise Conversion Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Conversion Price which would have been in effect at such time had such Options or Ordinary Share Common Shares Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii5(e), if the terms of any Option or Ordinary Share Common Shares Equivalents that was outstanding as of the date this Warrant Note was issued are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Shares Equivalents and the Ordinary Common Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d5(e) shall be made if such adjustment would result in an increase of the Exercise Conversion Price then in effect.

Change in Option Price or Rate of Conversion. If If, during the Adjustment Period, the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(f)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued of the Purchase Agreement are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(f) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a2(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii2(b)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued Issuance Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d2(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued of the Purchase Agreement are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued Initial Exercise Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d2(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(b)(iv), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued Issuance Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If If, during the Adjustment Period, the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share EquivalentsConvertible Securities, or the rate at which any Ordinary Share Equivalents Convertible Securities are convertible into or exercisable or exchangeable for Ordinary Common Shares increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)‎3.1), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Equivalents Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii)‎3.2.3, if the terms of any Option or Ordinary Share Equivalents Convertible Security that was outstanding as of the date of issuance of this Warrant was issued are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Equivalents Convertible Security and the Ordinary Shares Convertible Securities Share deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d) ‎3.2 shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise exercise, or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued issued, or sold. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion conversion, or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any OptionsOptions as part of a Dilutive Issuance, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents issued as part of a Dilutive Issuance are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued Issuance Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(e)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued Issue Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(e) shall be made if such adjustment would result in an increase of the Exercise Price then in effect. This Section 3(e)(iii) shall not apply to any Exempt Issuance.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date thedate this Warrant was issued are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Common Share Equivalents, or the rate at which any Ordinary Common Share Equivalents are convertible into or exercisable or exchangeable for Ordinary Common Shares increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Common Share Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii), if the terms of any Option or Ordinary Common Share Equivalents that was outstanding as of the date this Warrant was issued are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Common Share Equivalents and the Ordinary Common Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares sharesof Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, ,issued or sold. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share EquivalentsCommon Stock Equivalent, or the rate at which any Ordinary Share Equivalents Common Stock Equivalent are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Equivalents Common Stock Equivalent provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Share Equivalents Common Stock Equivalent (including, without limitation, any Option or Common Stock Equivalent that was outstanding as of the date this Warrant was issued of the Underwriting Agreement) are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Equivalents Common Stock Equivalent and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share EquivalentsCommon Stock Equivalent, or the rate at which any Ordinary Share Equivalents Common Stock Equivalent are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Equivalents Common Stock Equivalent provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Share Equivalents Common Stock Equivalent (including, without limitation, any Option or Common Stock Equivalent that was outstanding as of the date this Warrant was issued Initial Exercise Date) are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Equivalents Common Stock Equivalent and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Optionsoptions, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise pricesincluding, as applicablefor the avoidance of doubt, in connection with an event referred to in Section 3(a)any reset of the Conversion Price of the Notes), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(e)(iii), if the terms of any Option option or Ordinary Share Equivalents Common Stock Equivalent that was outstanding as of the date of issuance of this Warrant was issued Note are increased or decreased in the manner described in the immediately preceding sentence, then such Option option or Ordinary Share Equivalents Common Stock Equivalent and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(e) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Equivalents, or the rate at which any Ordinary Share Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares and/or ADSs increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(c)(iii), if the terms of any Option or Ordinary Share Equivalents Equivalent that was outstanding as of the date this Warrant was issued Initial Exercise Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Equivalents Equivalent and the Ordinary Shares and/or ADSs deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(c) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents (including, without limitation, any Option or Common Stock Equivalents that was outstanding as of the date this Warrant was issued Issuance Date) are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.. 12

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(b)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents (including, without limitation, any Option or Common Stock Equivalents that was outstanding as of the date this Warrant was issued Issue Date) are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(h)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant was issued Issuance Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(h) shall be made if such adjustment would result in an increase of the Exercise Price then in effect. This Section 3(h)(iii) shall not apply to any Exempt Issuance.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Optionsoptions, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Equivalents, or the rate at which any Ordinary Share Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a))time, the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options options or Ordinary Share Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii)3, if the terms of any Option option or Ordinary Share Equivalents Equivalent that was outstanding as of the date of issuance of this Warrant was issued are increased or decreased in the manner described in the immediately preceding sentence, then such Option option or Ordinary Share Equivalents Equivalent and the Ordinary Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d) 3 shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a5(a)), the Exercise Conversion Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Conversion Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii5(c)(iii), if the terms of any Option or Ordinary Share Common Stock Equivalents that was outstanding as of the date this Warrant Note was issued are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Common Stock Equivalents and the Ordinary Shares shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d5(c) shall be made if such adjustment would result in an increase of the Exercise Conversion Price then in effect.

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Common Stock Equivalents, or the rate at which any Ordinary Share Common Stock Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such Options or Ordinary Share Common Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(d)(iii3(c)(iii), if the terms of any Option or Ordinary Share Equivalents Common Stock Equivalent (including, without limitation, any Option or Common Stock Equivalent that was outstanding as of the date this Warrant was issued Initial Exercise Date) are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Equivalents Common Stock Equivalent and the Ordinary Shares Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 3(d3(c) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.