Common use of Closings Clause in Contracts

Closings. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant to such Put, then immediately after the Valuation Period the Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following the completion of the Valuation Period, whereby Investor shall deliver the Investment Amount specified in the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such delivery. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant to such Put, then immediately after the Valuation Period the that Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following date in which the completion settlement of trades of the Valuation PeriodPut Shares associated with such Put Notice in the Investor’s brokerage account has been completed, whereby Investor shall deliver the Investment Amount specified in the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such delivery. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined On or before each Closing Date for a particular Put. If Put the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant to such Put, then immediately after the Valuation Period the Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following the completion of the Valuation Period, whereby Investor shall deliver the Investment Amount specified in the Put Notice, less the Par Value Payment, Notice by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such deliveryEscrow Agent. In addition, on or prior to such the Closing Date, each of the Company and the Investor shall deliver to each other the Escrow Agent all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Upon receipt of notice from the Escrow Agent that the Escrow Agent has possession of the Investment Amount, the Company shall, if possible, deliver the Put Shares to the Investor's account through the Depository Trust Company DWAC system, per written account instructions delivered by the Investor to the Company, and if the Company is not eligible to participate in the DWAC system, to deliver to the Escrow Agent one or more certificates, as requested by the Investor, representing the Put Shares to be purchased by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor or, at the Investor's option, registered in the name of such account or accounts as may be designated by the Investor. Payment of funds to the Company and delivery of the certificates to the Investor (unless delivered by DWAC) shall occur out of escrow in accordance with the Escrow Agreement, provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor's counsel in accordance with Section 13.7, the amount of such fees, expenses, and disbursements shall be paid in immediately available funds, at the direction of the Investor, to Investor's counsel with no reduction in the number of Put Shares issuable to the Investor on such Closing Date.

Closings. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined On or before each Closing Date for a particular Put. If Put the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant to such Put, then immediately after the Valuation Period the Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following the completion of the Valuation Period, whereby -------- Investor shall deliver the Investment Amount specified in the Put Notice, less the Par Value Payment, Notice by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such deliveryEscrow Agent. In addition, on or prior to such the Closing Date, each of the Company and the Investor shall deliver to each other the Escrow Agent all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Upon receipt of notice from the Escrow Agent that the Escrow Agent has possession of the Investment Amount, the Company shall, if possible, deliver the Put Shares to the Investor's account through the Depository Trust Company DWAC system, per written account instructions delivered by the Investor to the Company, and if the Company is not eligible to participate in the DWAC system, to deliver to the Escrow Agent one or more certificates, as requested by the Investor, representing the Put Shares to be purchased by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor or, at the Investor's option, registered in the name of such account or accounts as may be designated by the Investor. Payment of funds to the Company and delivery of the certificates to the Investor (unless delivered by DWAC) shall occur out of escrow in accordance with the Escrow Agreement, provided, however, that to the extent the Company has not paid the escrow fees, the amount of such fees shall be paid in immediately available funds, at the direction of the Investor, to Investor's counsel with no reduction in the number of Put Shares issuable to the Investor on such Closing Date.

Closings. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant to such Put, then immediately after the Valuation Period the Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following the completion of the Valuation Period, whereby Investor shall deliver the Investment Amount specified in the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's ’s prime broker with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system, and provide proof satisfactory to the Investor of such delivery. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. At the end of the Valuation Period Period, the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the number of Put Shares purchased by Investor pursuant to such Put, then then, immediately after the Valuation Period Period, the Investor shall deliver to the Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. If the Investment Amount delivered to the Company is greater than the Investment Amount established at the end of the Valuation Period by reason of the Put Share limitation, the Company shall promptly return to the Investor, by wire transfer of immediately available funds, the difference between the amount delivered to the Company and the Investment Amount established at the end of the Valuation Period. The Closing of a Put shall occur upon on the first Trading Day following (the completion of “Closing Date”) in which the Valuation Period, whereby Investor shall deliver the Investment Amount specified in Purchase Price has been established and the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, Share and payment adjustments provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such deliveryfor above have been made. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered pursuant to this Agreement or reasonably requested by either any of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. At the end of the Valuation Period Period, the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the number of Put Shares purchased by Investor pursuant to such Put, then then, immediately after the Valuation Period Period, the Investor shall deliver to the Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. In the event that the Market Price for any Trading Day during the Valuation Period falls below the Floor Price and the Investor determines to purchase none of the Put Shares covered by the Put Notice or less than all of the Put Shares covered by the Put Notice then, immediately after the Valuation Period, the Escrow Agent shall return to the Investor, by wire transfer of immediately available funds, the portion of the Investment Amount related to the portion of Put Shares not being purchased by the Investor and shall deliver to the Company, by wire transfer of immediately available funds, the portion of the Investment Amount related to the portion of Put Shares which are being purchased by the Investor. Concurrently, Investor shall return to the Company, the number of the Estimated Put Shares related to the portion of the Investment Amount being returned. If the Investment Amount delivered to the Escrow Agent is greater than the Investment Amount established at the end of the Valuation Period by reason of the 2,300,000 Put Share limitation, the Escrow Agent shall promptly return to the Investor, by wire transfer of immediately available funds, the difference between the amount delivered to the Escrow Agent and the Investment Amount established at the end of the Valuation Period. Concurrently, the Escrow Agent shall deliver the balance of the Investment Amount being held by it to the Company by wire transfer of immediately available funds. If no part of the Investment Amount delivered to the Escrow Agent is subject to return to the Investor at the end of the Valuation Period, the full amount then held by the Escrow Agent shall be immediately delivered to the Company by wire transfer of immediately available funds. The Closing of a Put shall occur upon on the first Trading Day following (the completion of “Closing Date”) in which the Valuation Period, whereby Investor shall deliver the Investment Amount specified in Purchase Price has been established and the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, Share and payment adjustments provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such deliveryfor above have been made. In addition, on or prior to such Closing Date, each of the Company Company, Investor and Investor the Escrow Agent shall deliver to each other all documents, instruments and writings required to be delivered pursuant to this Agreement or reasonably requested by either any of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.” 5. The Amendment is hereby made a part of and incorporated into the Equity Purchase Agreement, with all of the terms and conditions of the Equity Purchase Agreement remaining in full force and effect. 6. This Amendment may be executed in multiple counterparts, each of which may be executed by less than all of the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing such counterparts and all of which together shall constitute one and the same instrument. The exchange of copies of this Amendment and of signature pages by facsimile transmission or in pdf format shall constitute effective execution and delivery of this Amendment as to the parties and may be used in lieu of the original Amendment for all purposes. Signatures of the parties transmitted by facsimile or in pdf format shall be deemed to be their original signatures for all purposes.

Closings. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant to such Put, then immediately after the Valuation Period the Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following the completion of the Valuation Period, whereby Investor shall deliver the Investment Amount specified in the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such deliverydelivery and the Investor shall deliver the Investment Amount specified in the Put Notice by wire transfer of immediately available funds to an account designated by the Company. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Investor shall notify the Company in writing of the occurrence of the Clearing Date associated with a Put Notice. The Valuation Period shall begin the first Trading Day following such written notice from Investor. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant to such Put, then immediately after the Valuation Period the that Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following date in which the completion settlement of trades of the Valuation PeriodPut Shares associated with such Put Notice in the Investor’s brokerage account has been completed, whereby Investor shall deliver the Investment Amount specified in the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's ’s prime broker with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system, and provide proof satisfactory to the Investor of such delivery. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant to such Put, then immediately after the Valuation Period the that Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following date in which the completion settlement of trades of the Valuation PeriodPut Shares associated with such Put Notice in the Investor's brokerage account has been completed, whereby Investor shall deliver the Investment Amount specified in the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such delivery. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. At the end of the Valuation Period Period, the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the number of Put Shares purchased by Investor pursuant to such Put, then then, immediately after the Valuation Period Period, the Investor shall deliver to the Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. If the Investment Amount delivered to the Company is greater than the Investment Amount established at the end of the Valuation Period by reason of the Put Share limitation, the Company shall promptly return to the Investor, by wire transfer of immediately available funds, the difference between the amount delivered to the Company and the Investment Amount established at the end of the Valuation Period. The Closing of a Put shall occur upon on the first Trading Day following (the completion of "Closing Date") in which the Valuation Period, whereby Investor shall deliver the Investment Amount specified in Purchase Price has been established and the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, Share and payment adjustments provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such deliveryfor above have been made. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered pursuant to this Agreement or reasonably requested by either any of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined On or prior to each Remainder Closing Date, or Interim Closing Date, for a particular Put. If , (a) the number of Estimated Company shall deliver to the Escrow Agent one or more certificates representing the Remainder Put Shares initially delivered Shares, or Interim Put Shares, as applicable, to Investor is greater than the Put Shares be purchased by Investor pursuant to such PutSection 2.1 herein, then immediately after registered in the Valuation Period the name of Investor and (b) Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than Escrow Agent the Put Shares purchased by Investor pursuant to a PutRemainder Investment Amount, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following the completion of the Valuation Periodor Interim Investment Amount, whereby Investor shall deliver the Investment Amount specified in the Put Notice, less the Par Value Paymentas applicable, by wire transfer of immediately available funds to an account designated by the CompanyEscrow Agent, all in accordance with the Escrow Instructions. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, Date the applicable Put Shares by crediting the Escrow Agent’s account of the Investor's ’s prime broker with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system, and provide proof satisfactory to the Investor Escrow Agent of such delivery. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other the Escrow Agent all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. On or before the applicable Closing Date, and provided all conditions to Closing have been satisfied by the Company, the Escrow Agent shall wire transfer to the Company, the Remaining Investment Amount, or Interim Investment Amount, as applicable, less escrow fees and any applicable fees and expenses specified in the Registration Rights Agreement, and shall deliver the Put Shares to the Investor, as provided in and subject to the terms and conditions of the Escrow Instructions.

Closings. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined (a) On or prior to each Closing Date for a particular Put. If , (x) the number of Estimated Put Shares initially delivered Company shall deliver to Investor is greater than Escrow Agent one or more certificates representing the Put Shares to be purchased by Investor pursuant to such Put, then immediately after Section 2.1 herein based on the Valuation Period the Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon Bid Price for the first three Trading Day following the completion Days after delivery of the Valuation Period, whereby Investor shall deliver the Investment Amount specified in the Put Notice, less registered in the Par Value Payment, name of Investor and (y) Investor shall deliver seventy-five percent (75%) of the Investment Amount to the Escrow Agent by wire transfer of immediately available funds to an account designated by the Escrow Agent on or before the Closing Date. (b) On or prior to each Additional Closing Date, (x) the Company shall deliver to Escrow Agent one or more certificates, at Investor's option, representing the balance of Put Shares purchased by Investor pursuant to Section 2.1 herein, less the Put Shares delivered under Section 2.3(a), registered in the name of Investor and (y) Investor shall deliver the balance of the Investment Amount to the Escrow Agent. Immediately after each Closing, Escrow Agent shall promptly wire the appropriate funds to an account designated by the Company. . (c) In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause clauses (a) and (b) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investorholder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, system and provide proof satisfactory to the Investor Escrow Agent of such delivery. . (d) In addition, on or prior to such Closing Date and Additional Closing Date, each of the Company and Investor shall deliver to each other the Escrow Agent all documents, opinions, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Subject to the terms of the Escrow Agreement, on the Closing Date and provided all conditions to Closing have been satisfied by the Company, the Escrow Agent shall wire transfer to the Company, the Investment Amount, less any applicable fees and expenses.

Closings. At the end of the Valuation Period Delivery Date the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant to such Put, then immediately after the Valuation Period the Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following the completion of the Valuation Period, whereby Investor shall deliver the Investment Amount specified in the Put Notice, less the Par Value Market Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system, and provide proof satisfactory to the Investor of such delivery. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. Investor shall notify the Company in writing of the occurrence of the Clearing Date associated with a Put Notice. The Valuation Period shall begin the first Trading Day following such written notice from Investor. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant to such Put, then immediately after the Valuation Period the that Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following date in which the completion settlement of trades of the Valuation PeriodPut Shares associated with such Put Notice in the Investor’s brokerage account has been completed, whereby Investor shall deliver the Investment Amount specified in the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such delivery. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant to such Put, then immediately after the Valuation Period the Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following the completion of the Valuation Period, whereby Investor shall deliver the Investment Amount specified in the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's ’s prime broker with DTC The Depository Trust Company through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such deliverydelivery and the Investor shall deliver the Investment Amount specified in the Put Notice by wire transfer of immediately available funds to an account designated by the Company. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. Put If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant to such Put, then immediately after the Valuation Period the Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Mt Trading Day following the completion of the Valuation Period, whereby Investor shall deliver the Investment Amount specified in the 1he Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide pro\ide proof satisfactory to the Investor of such delivery. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. ARTICLE III REPRESENTATIONS AND WARRANTIES OF INVESTOR Investor represents and warrants to the Company that:

Closings. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. Put If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant to such Put, then immediately after the Valuation Period the Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Mt Trading Day following the completion of the Valuation Period, whereby Investor shall deliver the Investment Amount specified in the 1he Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide pro\ide proof satisfactory to the Investor of such delivery. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined least one (1) business day prior to each applicable Closing Date for a particular Put. If , (a) the number of Estimated Put Shares initially delivered Company shall deliver, to Investor is greater than the escrow agent (the "Escrow Agent") identified in the Joint Escrow Instructions attached hereto as Exhibit G (the "Joint Escrow Instructions"), one or more certificates, at Investor's option, representing the Put Shares to be purchased by Investor pursuant to such PutSection 2.1 herein, then immediately after registered in the Valuation Period the name of Investor and (b) Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following the completion of the Valuation Period, whereby Investor shall deliver Escrow Agent the Investment Amount specified in the Put Notice, less the Par Value Payment, Notice by wire transfer of immediately available funds to an account designated by in the CompanyJoint Escrow Instructions. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to transmit the applicable Closing Date, the applicable Put Shares by crediting the Escrow Agent's designated brokerage account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such delivery. In addition, on or at least one (1) business day prior to such Closing Date, each of the Company and Investor shall deliver to each other the Escrow Agent all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Escrow Agent will be authorized to release the Escrow Property (as defined in the Escrow Agreement) only upon the delivery of the Put Shares, the Investment Amount and other documents pursuant to this Section 2.3 and the satisfaction of the conditions set forth in this Agreement.

Closings. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant to such Put, then immediately after the Valuation Period the Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following the completion of the Valuation Period, whereby Investor shall deliver the Investment Amount specified in the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's ’s prime broker with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system, and provide proof satisfactory to the Investor of such deliverydefivery. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. At (a) With respect to the end sale of the Valuation Period Initial Shares (i) on or before the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant to such PutInitial Closing Date, then immediately after the Valuation Period the Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to the Escrow Agent for deposit into escrow one or more certificates aggregating a total of 6,993,007 of shares of Common Stock (based on the Market Price) to be purchased by the Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon Sections 2.2, registered in the first Trading Day following the completion names of the Valuation PeriodInvestor as designated in writing by the Investor Agent or, whereby at the Investor' option, deposit such certificates into such account or accounts previously designated by the Investor Agent and (ii) on or before the Initial Closing Date the Investor Agent shall deliver or cause to be delivered to the Investment Amount specified in Escrow Agent for deposit into escrow the Put Notice, less the Par Value Payment, amount of $250,000 by wire transfer of immediately available funds to an the account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating for in the Depository Trust Company Escrow Agreement. ("DTC"b) Fast Automated Securities Transfer ("FAST") programWith respect to repricing of the Initial Shares on the First Effective Date, upon request immediately following determination of Investorthe Market Price on the First Effective Date, but subject to the applicable provisions of Article VIII hereofas applicable, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior send a written notice to the Investor Agent informing the Investor Agent of the applicable Market Price, calculating the appropriate price per share in accordance with Section 2.2(b) or (c) and setting forth the number of additional shares of Common Stock to be delivered to the Investor. Certificates for additional shares, if any, shall be delivered to the Investor Agent within three (3) business days after the notice is sent pursuant to written instructions of the Investor Agent delivered to the Company. (c) With respect to each Closing relating to Optional Shares (i) concurrently with delivery of the Optional Purchase Notice to the Investor Agent, the Company shall deliver to the Escrow Agent for deposit into escrow one or more certificates representing the number of shares to be purchased by the Investor pursuant to Section 2.3, provided, however, the number of shares delivered pursuant to this clause (i) shall be determined based on the average closing bid price of the Company's Common Stock as reported by Bloomberg L.P. on the ten (10) Trading Days immediately preceding the date of the applicable Optional Purchase Notice, such shares to be registered in the names of the Investor as designated in writing by the Investor Agent or, at the Investor' option, deposited in such account or accounts as previously designated by the Investor Agent, (ii) on or before the Closing Date, the applicable Put Shares Investor Agent shall deliver to the Escrow Agent for deposit into escrow the Investment Amount by crediting wire transfer to the account designated in the Escrow Agreement, (iii) concurrently with the delivery of the Investment Amount by the Investor's prime broker with DTC through its Deposit Withdrawal , the Escrow Agent Commission shall be directed to deliver the certificates representing the shares described in clause ("DWAC"i) system, and provide proof satisfactory to the Investor Agent and release the Investment Amount to the Company, and (iv) upon determination of the definitive number of shares to be sold to the Investor with respect to the applicable Call in accordance with Section 2.3(b), if such delivery. determination requires additional shares to be delivered to the Investor, the Company shall immediately notify the Investor Agent and promptly cause the issuance and delivery of certificates in the requisite number of shares to be delivered to the Investor Agent in accordance with the Investor Agent's written instructions. (d) In addition, on or prior to such each Closing Date, each of the Company and the Investor Agent shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Delivery of certificates to escrow shall occur three (3) business days following the Subscription Date, the First or Second Effective Date or Call Date, as applicable. Payment of funds to the Company shall occur out of escrow on the business day following receipt of the related stock certificates, concurrently with delivery of such certificates to the Investor. The 10-Trading Day period applicable to a determination of Market Price with respect to any Closing shall not commence until all funds, certificates 5 EXHIBIT 10.39, PAGE 5 OF 20 and other required documents, instruments and writings have been deposited in escrow with the Escrow Agent or delivered to the appropriate party, as provided herein.

Closings. At The closing of each Advance and each sale and purchase of Advance Shares (whether pursuant to an Advance Notice delivered by the end of Company or in connection with an Advance Notice deemed delivered by the Valuation Period Company in connection with an Investor Notice) (each, a “Closing”) shall take place as soon as practicable on each Advance Date in accordance with the procedures set forth below. The Company acknowledge that, other than in connection with an Investor Notice, the Purchase Price shall be established and is not known at the number of Put Shares time an Advance Notice is delivered but shall be determined for a particular Puton each Closing based on the daily prices of the Ordinary Shares that are the inputs to the determination of the Purchase Price. If In connection with each Closing, the number Company and the Investor shall fulfill each of Estimated Put Shares initially delivered its obligations as set forth below: (a) On or prior to Investor is greater than the Put Shares purchased by Investor pursuant to such Puteach Advance Date, then immediately after the Valuation Period the Investor shall deliver to the Company a Settlement Document along with a report by Bloomberg, L.P. (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties) indicating the VWAP for each of the Trading Days during the Pricing Period or period for determining the Conversion Price, in each case in accordance with the terms and conditions of this Agreement. (b) Promptly after receipt of the Settlement Document with respect to each Advance (and, in any excess Estimated Put Shares associated with event, not later than one Trading Day after such Put. If receipt), the Company will, or will cause its transfer agent to, electronically transfer such number of Estimated Put Advance Shares delivered to Investor is less than the Put Shares be purchased by the Investor pursuant (as set forth in the Settlement Document) by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto, and transmit notification to a Putthe Investor that such share transfer has been requested. Promptly upon receipt of such notification, then immediately after the Valuation Period Investor shall pay to the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following the completion aggregate purchase price of the Valuation Period, whereby Investor shall deliver the Investment Amount specified Shares (as set forth in the Put Notice, less the Par Value Payment, by wire transfer of Settlement Document) either (i) in cash in immediately available funds to an account designated by the CompanyCompany in writing and transmit notification to the Company that such funds transfer has been requested, or (ii) in the case of an Investor Notice, as an offset of amounts owed under a Promissory Note as described in Section 3.01(b)(iii). In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3No fractional shares shall be issued, and provided any fractional amounts shall be rounded to the next higher whole number of shares. To facilitate the transfer of the Ordinary Shares by the Investor, the Ordinary Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Ordinary Shares (it being understood and agreed by the Investor that notwithstanding the Transfer Agent then is participating lack of restrictive legends, the Investor may only sell such Ordinary Shares pursuant to the Plan of Distribution set forth in the Depository Trust Company Prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act ("DTC"including any applicable prospectus delivery requirements) Fast Automated Securities Transfer or pursuant to an available exemption). ("FAST"c) program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, On or prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such delivery. In addition, on or prior to such Closing Advance Date, each of the Company and the Investor shall deliver to each the other all documents, instruments and writings expressly required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of Ordinary Shares sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period.

Closings. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant to such Put, then immediately after the Valuation Period the Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following date in which the completion settlement of trades of the Valuation PeriodPut Shares associated with such Put Notice in the Investor’s brokerage account has been completed, whereby Investor shall deliver the Investment Amount specified in the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such delivery. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. At the end of the Valuation Period Period, the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the number of Put Shares purchased by Investor pursuant to such Put, then then, immediately after the Valuation Period Period, the Investor shall deliver to the Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. If the Investment Amount delivered to the Escrow Agent is greater than the Investment Amount established at the end of the Valuation Period by reason of the 2,300,000 Put Share limitation, the Escrow Agent shall promptly return to the Investor, by wire transfer of immediately available funds, the difference between the amount delivered to the Escrow Agent and the Investment Amount established at the end of the Valuation Period. Concurrently, the Escrow Agent shall deliver the balance of the Investment Amount being held by it to the Company by wire transfer of immediately available funds. If no part of the Investment Amount delivered to the Escrow Agent is subject to return to the Investor at the end of the Valuation Period, the full amount then held by the Escrow Agent shall be immediately delivered to the Company by wire transfer of immediately available funds. The Closing of a Put shall occur upon on the first Trading Day following (the completion of “Closing Date”) in which the Valuation Period, whereby Investor shall deliver the Investment Amount specified in Purchase Price has been established and the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, Share and payment adjustments provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such deliveryfor above have been made. In addition, on or prior to such Closing Date, each of the Company Company, Investor and Investor the Escrow Agent shall deliver to each other all documents, instruments and writings required to be delivered pursuant to this Agreement or reasonably requested by either any of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.” 4. Section 4.10 of the Equity Purchase Agreement is hereby amended to read as follows:

Closings. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant to such Put, then immediately after the Valuation Period the Investor shall deliver to Company or its transfer agent any excess Estimated Put Shares associated with such Put, and the Par Value Payment associated with such excess Estimated Put Shares shall be returned to Investor. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following the completion of the Valuation Period, whereby Investor shall deliver the Investment Amount specified in the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of InvestorInvestor made no earlier than October 31, 2017, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Deposit/Withdrawal Agent Commission at Custodian ("DWAC") system, and provide proof satisfactory to the Investor of such delivery. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. At the end of the Valuation Period Period, the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the number of Put Shares purchased by Investor pursuant to such Put, then then, immediately after the Valuation Period Period, the Investor shall deliver to the Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. If the Investment Amount delivered to the Escrow Agent is greater than the Investment Amount established at the end of the Valuation Period by reason of the 2,300,000 Put Share limitation, the Escrow Agent shall promptly return to the Investor, by wire transfer of immediately available funds, the difference between the amount delivered to the Escrow Agent and the Investment Amount established at the end of the Valuation Period. Concurrently, the Escrow Agent shall deliver the balance of the Investment Amount being held by it to the Company by wire transfer of immediately available funds. If no part of the Investment Amount delivered to the Escrow Agent is subject to return to the Investor at the end of the Valuation Period, the full amount then held by the Escrow Agent shall be immediately delivered to the Company by wire transfer of immediately available funds. The Closing of a Put shall occur upon on the first Trading Day following (the completion of “Closing Date”) in which the Valuation Period, whereby Investor shall deliver the Investment Amount specified in Purchase Price has been established and the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, Share and payment adjustments provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such deliveryfor above have been made. In addition, on or prior to such Closing Date, each of the Company Company, Investor and Investor the Escrow Agent shall deliver to each other all documents, instruments and writings required to be delivered pursuant to this Agreement or reasonably requested by either any of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.”

Closings. At the end of the Valuation Period Period, the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the number of Put Shares purchased by Investor pursuant to such Put, then then, immediately after the Valuation Period Period, the Investor shall deliver to the Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. If the Investment Amount delivered to the Company is greater than the Investment Amount established at the end of the Valuation Period by reason of the 17,500,000 Put Share limitation, the Company shall promptly return to the Investor, by wire transfer of immediately available funds, the difference between the amount delivered to the Company and the Investment Amount established at the end of the Valuation Period. The Closing of a Put shall occur upon on the first Trading Day following (the completion of “Closing Date”) in which the Valuation Period, whereby Investor shall deliver the Investment Amount specified in Purchase Price has been established and the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, Share and payment adjustments provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such deliveryfor above have been made. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered pursuant to this Agreement or reasonably requested by either any of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant to such Put, then immediately after the Valuation Period the Investor shall deliver to Company or its transfer agent any excess Estimated Put Shares associated with such Put, and the Par Value Payment associated with such excess Estimated Put Shares shall be returned to Investor. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following the completion of the Valuation Period, whereby Investor shall deliver the Investment Amount specified in the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's ’s prime broker with DTC through its Deposit Deposit/Withdrawal Agent Commission at Custodian ("“DWAC"”) system, and provide proof satisfactory to the Investor of such delivery. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. At In connection with each Put, the end Company shall, at the Investor's option, deliver either to the Investor or to escrow one or more certificates registered in the name of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than Investor, representing the Put Shares to be purchased by the Investor after the Optional Purchase Date and on or prior to such Closing Date, or deposit such certificate(s) into such account or accounts previously designated by the Investor. The Investor shall, on or before the Closing Date, deliver to escrow pursuant to such Putthe Escrow Agreement, then immediately after the Valuation Period the Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Putif any, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following the completion of the Valuation Period, whereby Investor shall deliver the Investment Amount specified in the Put Notice, less the Par Value Payment, Optional Purchase Notice by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such delivery. In addition, on or prior to such the Closing Date, each of the Company and the Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order connection with that Put. Payment of funds to implement the Company and effect delivery of the transactions contemplated hereincertificates to the Investor shall occur out of escrow in accordance with the Escrow Agreement referred to in Section 7.2(o) following (x) the Company's deposit into escrow of the certificates representing the Put Shares and (y) the Investor's deposit into escrow of the Investment Amount; provided, however, that to the extent the Company has not paid the fees, expenses and disbursements of the Investor's counsel in accordance with Section 13.3, the amount of such fees, expenses and disbursements shall be paid in immediately available funds drawn out of the deposited funds, at the direction of the Investor, to Investor's counsel with no reduction in the number of Put Shares issuable to the Investor on such Closing Date. With respect to any Valuation Period, the first Closing Date will relate to the first eleven Trading Days of that Valuation Period. The second Closing Date will relate to the subsequent eleven Trading Days of that Valuation Period .

Closings. At the end of the Valuation Period Period, the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the number of Put Shares purchased by Investor pursuant to such Put, then then, immediately after the Valuation Period Period, the Investor shall deliver to the Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. If the Investment Amount delivered to the Company is greater than the Investment Amount established at the end of the Valuation Period by reason of the 20,000,000 Put Share limitation, the Company shall promptly return to the Investor, by wire transfer of immediately available funds, the difference between the amount delivered to the Company and the Investment Amount established at the end of the Valuation Period. The Closing of a Put shall occur upon on the first Trading Day following (the completion of “Closing Date”) in which the Valuation Period, whereby Investor shall deliver the Investment Amount specified in Purchase Price has been established and the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, Share and payment adjustments provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor of such deliveryfor above have been made. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered pursuant to this Agreement or reasonably requested by either any of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined (a) On or prior to each Closing Date for a particular Put. If , (A) the number of Estimated Put Shares initially delivered Company shall deliver to Investor is greater than Escrow Agent one or more certificates, at Investor's option, representing the Put Shares to be purchased by Investor pursuant to such PutSection 2.1 herein, then immediately after registered in the Valuation Period the name of Investor, and (B) Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following the completion of the Valuation Period, whereby Investor shall deliver Escrow Agent the Investment Amount specified in the Put Notice, less the Par Value Payment, Notice by wire transfer of immediately available funds to an account designated by the Escrow Agent on or before the Closing Date. Immediately after each Closing, Escrow Agent shall wire the appropriate funds to an account designated by the Company. . (b) Payment of funds to the Company and delivery of the certificates to the Investor shall occur out of escrow in accordance with the escrow agreement referred to in Section 7.2(q) following (x) the Company's deposit into escrow of the certificates representing the Put Shares or delivery pursuant to Section 2.3(c) and (y) the Investor's deposit into escrow of the Investment Amount; provided, however, that to the extent the Company has not paid the fees, expenses and disbursements of the Investor's counsel in accordance with Section 10.7, the amount of such fees, expenses and disbursements shall be paid in immediately available funds drawn out of the deposited funds, at the direction of the Investor, to Investor's counsel with no reduction in the number of Put Shares issuable to the Investor on such Closing Date. (c) In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause clauses (a) and (b) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to and acknowledgment by the applicable provisions of Article VIII hereofEscrow Agent that the Investment Amount has been deposited with the Escrow Agent, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investorholder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and provide proof satisfactory to the Investor Escrow Agent of such delivery. . (d) In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other the Escrow Agent all documents, opinions, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Subject to the terms of the Escrow Agreement, on the Closing Date and provided all conditions to Closing have been satisfied by the Company, the Escrow Agent shall wire transfer to the Company, the Investment Amount, less any applicable fees and expenses.

Closings. At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased by Investor pursuant to such Put, then immediately after the Valuation Period the that Investor shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur upon the first Trading Day following date in which the completion settlement of trades of the Valuation PeriodPut Shares associated with such Put Notice in the Investor’s brokerage account has been completed, whereby Investor shall deliver the Investment Amount specified in the Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer ("“FAST"”) program, upon request of Investor, but subject to the applicable provisions of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's ’s prime broker with DTC through its Deposit Withdrawal Agent Commission ("“DWAC"”) system, and provide proof satisfactory to the Investor of such delivery. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.