Common use of Minimum Acceptable Price Clause in Contracts

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing Period, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may shall notify the Investor of the MAP with respect to such Advance by indicating a an MAP on such each Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each For each Advance: (A) the amount of the Advance set forth in such Advance Notice shall automatically be reduced by 20% for each Trading Day during an Option 2 the Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares Stock is below the MAP in effect with respect to such Advance NoticeNotice (if applicable), or (B) for which there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to and (B) for the number avoidance of Advance Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”)doubt, and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total number of Shares to be issued and delivered to the Investor at each Closing with respect to an Advance Shares in respect of each Notice with an Excluded Day shall be determined based on the Advance Notice amount as reduced pursuant to Section 2.01(d)(i)(A) above (after reductions have been made to arrive at the “Adjusted Advance Amount”); provided, however, that the Adjusted Advance Amount, if any) Amount shall be automatically increased by such number of Common Shares (the “Additional Shares”) an amount equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and Day (in a total amount for each Excluded Day not to exceed 20% of the amount of the Advance set forth in the original Advance Notice) at a price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or (without any limitations set forth in Section 2.01(cfurther discount).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing Period, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, Notice or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-one third (1/3) (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such a number of Common Shares (the “Additional Shares”) equal to the greater of (a) the number of Common Shares sold by the Investor on such Excluded DayDay(s), if any, and (b) such number of Common Shares elected to be subscribed for by the Investor, and the subscription price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original applicable Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of the Advance Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%(without any further discount), provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing Period, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Ordinary Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Ordinary Shares (the “Additional Shares”) equal to the number of Common Ordinary Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing Period, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), ) shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the greater of (a) the number of Common Shares sold by the Investor on such Excluded DayDay(s), if any, or (b) such number of Common Shares elected to be subscribed for by the Investor, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c3.01(d).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 1 Pricing Period, provided that no Promissory Note is then outstanding, the Company may notify the Investor of the MAP Minimum Acceptable Price with respect to such Advance by indicating a MAP on Minimum Acceptable Price in such Advance Notice. If no MAP Minimum Acceptable Price is specified in an Advance Notice, then no MAP Minimum Acceptable Price shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAPMinimum Acceptable Price, the VWAP of the Class A Common Shares Stock is below the MAP Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares Amount set forth in such Advance Notice by one-third 33.3% (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the applicable Market Price. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of shares of Class A Common Shares Stock (the “Additional Shares”) equal to the number of Common Advance Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP Minimum Acceptable Price in effect with respect to such Advance Notice multiplied by 97%, (without any further discount); provided that this increase shall not cause the total Advance Shares Amount to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing Period, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Ordinary Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP or (C) the VWAP of the Ordinary Shares is such that the Purchase Price would be below the nominal value of one Ordinary Share (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Ordinary Shares (the “Additional Shares”) equal to the greater of (a) the number of Common Ordinary Shares sold by the Investor on such Excluded DayDay(s), if any, or (b) such number of Ordinary Shares elected to be subscribed for by the Investor, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing Period, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares Stock is below the MAP Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number amount of the Advance Shares set forth in such Advance Notice by one-third 20% (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect amount of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares an amount (the “Additional SharesAmount”) equal to the product of (A) the number of shares of Common Shares Stock sold by the Investor on such each Excluded Day, if any, and the (B) a price paid per share for each Additional Share shall be equal to the MAP Minimum Acceptable Price in effect with respect to such Advance Notice multiplied by 97%(without any further discount), provided that this increase shall not cause the total Advance Shares amount to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c2.01(d).

Minimum Acceptable Price. (i) With respect to each Advance Notice (other than in connection with an Investor Notice) selecting an Option 2 Pricing Period, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice Notice, multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The In the event that there is a MAP in effect with respect to an Advance Notice and there is an Excluded Day, the total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c3.01(d).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting with an Option 2 1 Pricing Period, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an the Option 2 1 Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Ordinary Shares is below the MAP in effect with respect to such Advance Notice, (b) the VWAP is below the par value of the Ordinary Shares divided by 92%, or (BC) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 1 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Ordinary Shares (the “Additional Shares”) equal to the number of Common Ordinary Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 9792%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c)3.02. (iii) No Advance Shares may be issued (a) at per share price that is less than the par value of the Ordinary Shares or (b) if such issuance would cause the Company’s outstanding Ordinary Shares to exceed the number of authorized shares under the Company’s Articles of Association.

Minimum Acceptable Price. The lowest Market Price of the Common Stock (ibefore taking into account any discount used to calculate the Purchase Price) With respect to for any particular Advance (the “Minimum Acceptable Price”) shall, in connection with each Advance Notice selecting an Option 2 Pricing Perioddelivered by the Company, the Company may notify the Investor be equal to ninety-five percent (95%) of the MAP with respect to such Bid Price on the Trading Day immediately preceding the Advance by indicating a MAP on Notice Date for such Advance Notice. If no MAP is specified in Subject to the next sentence, upon the issuance by the Company of an Advance NoticeNotice along with a Minimum Acceptable Price, then no MAP (i) the Company shall be automatically reduce the amount of the Advance set forth in effect in connection with such Advance. Each Advance Notice by twenty percent (20%) for each Trading Day during an Option 2 the Pricing Period for which (A) with respect to each Advance Notice with a MAP, that the VWAP of the Common Shares Stock is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP Minimum Acceptable Price (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third and (the resulting amount of each Advance being the “Adjusted Advance Amount”), and ii) each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. . The number of shares of Common Stock to be delivered to the Investor at the Closing (iiin accordance with Section 2.3 of this Agreement) The total shall correspond with the Advance Shares in respect Notice amount as reduced pursuant to clause (i) above, except that the Company shall be obligated to sell, and the Investor shall be obligated to purchase any shares of each Common Stock corresponding to such Advance (after reductions Notice that have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on and such Excluded Day, if anyshares shall be priced at the greater of the Purchase Price or the applicable Minimum Acceptable Price. The Company, and only the price paid per share for each Additional Share shall be equal to Company, may waive the MAP in effect Minimum Acceptable Price with respect to such any particular Advance Notice multiplied by 97%, provided that this increase shall not cause providing the total Advance Shares Investor with written notice of waiver on or prior to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c)Date.

Minimum Acceptable Price. (i) With respect to each Advance Notice delivered by the Company selecting an Option 2 Pricing Perioda Regular Purchase, the Company may notify the Investor of the MAP Minimum Acceptable Price with respect to such Advance by indicating a MAP Minimum Acceptable Price on such Advance Notice. If no MAP is specified in an the Advance Notice, provided that if no Minimum Acceptable Price is so indicated, then no MAP Minimum Acceptable Price shall be in effect in connection with such AdvanceAdvance Notice. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”), with such Minimum Acceptable Price substituted for the VWAP for such Advance Notice, and each Excluded Day shall be excluded from the Option 2 Regular Purchase Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the greater of (A) such number of Common Shares sold by during the Investor on such Excluded Daythree day period minus the Adjusted Advance Amount, if any, and (B) zero, but not to exceed the Advance Shares requested in the Advance Notice, and the price paid per share for each Additional Share shall be equal to the MAP Minimum Acceptable Price in effect with respect to such Advance Notice multiplied by 9795%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c)3.02.

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing Period, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number amount of the Advance Shares set forth in such Advance Notice by one-one third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance Advance, other than with respect to the Initial Advance, by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 Pricing Period for which (A) with With respect to each Advance Notice with a MAP, each Trading Day during a Pricing Period for which (A) the VWAP of the Common Shares is below the MAP Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number amount of the Advance Shares set forth in such Advance Notice by one-third 20% (the resulting amount of each Advance being the “Adjusted Advance AmountShares”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market PriceMarket. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if anyShares) shall be automatically increased at the option of the Investor by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%(without any further discount), provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. The lowest Market Price of the Common Stock (ibefore taking into account any discount used to calculate the Purchase Price) With respect to for any particular Advance (the “Minimum Acceptable Price”) shall, in connection with each Advance Notice selecting an Option 2 Pricing Perioddelivered by the Company, the Company may notify the Investor be equal to ninety percent (90%) of the MAP with respect to such Bid Price on the Trading Day immediately preceding the Advance by indicating a MAP on Notice Date for such Advance Notice. If no MAP is specified in Subject to the next sentence, upon the issuance by the Company of an Advance NoticeNotice along with a Minimum Acceptable Price, then no MAP (i) the Company shall be automatically reduce the amount of the Advance set forth in effect in connection with such Advance. Each Advance Notice by twenty percent (20%) for each Trading Day during an Option 2 the Pricing Period for which (A) with respect to each Advance Notice with a MAP, that the VWAP of the Common Shares Stock is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP Minimum Acceptable Price (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third and (the resulting amount of each Advance being the “Adjusted Advance Amount”), and ii) each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. . The number of shares of Common Stock to be delivered to the Investor at the Closing (iiin accordance with Section 2.3 of this Agreement) The total shall correspond with the Advance Shares in respect Notice amount as reduced pursuant to clause (i) above, except that the Company shall be obligated to sell, and the Investor shall be obligated to purchase any shares of each Common Stock corresponding to such Advance (after reductions Notice that have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on and such Excluded Day, if anyshares shall be priced at the greater of the Purchase Price or the applicable Minimum Acceptable Price. The Company, and only the price paid per share for each Additional Share shall be equal to Company, may waive the MAP in effect Minimum Acceptable Price with respect to such any particular Advance Notice multiplied by 97%, provided that this increase shall not cause providing the total Advance Shares Investor with written notice of waiver on or prior to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c)Date.

Minimum Acceptable Price. (i) With respect to For the purposes of this Agreement, the term “Minimum Acceptable Price” shall mean, in connection with each Advance Notice selecting an Option 2 Pricing Perioddelivered by the Company, the Company may notify the Investor eighty five percent (85%) of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares Stock on the Trading Day immediately preceding the Advance Notice Date for such Advance Notice. Upon the issuance by the Company of an Advance Notice, the Minimum Acceptable Price with respect to that Advance Notice shall be determined and (i) the Company shall automatically reduce the amount of the Advance set forth in such Advance Notice by twenty percent (20%) (such reduced Advance, the “Adjusted Advance”) for each Trading Day during the Pricing Period that the VWAP of the Common Stock is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP Minimum Acceptable Price (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third and (the resulting amount of each Advance being the “Adjusted Advance Amount”), and ii) each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. . The number of shares of Common Stock to be delivered to the Investor at the Closing (iiin accordance with Section 2.03 of this Agreement) The total Advance Shares in respect of each Advance (after reductions have been made shall be equal to arrive at the Adjusted Advance Amountdivided by the Purchase Price; provided, however, that if any) shall be automatically increased by such number the Investor has sold shares of Common Shares (Stock on an Excluded Day the “Additional Shares”) equal to Company shall automatically increase the Adjusted Advance by the number obtained by multiplying the number of shares of Common Shares Stock sold by the Investor on such Excluded Day, if any, and Day by ninety-three (93%) of the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c)Minimum Acceptable Price.

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing Period, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Ordinary Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-one third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Ordinary Shares (the “Additional Shares”) equal to the greater of (a) the number of Common Ordinary Shares sold by the Investor on such Excluded DayDay(s), if any, or (b) such number of Ordinary Shares elected to be subscribed for by the Investor, and the subscription price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c). (iii) For the avoidance of doubt, in no event shall the Purchase Price in respect of an Advance Notice be less than the MAP designated by the Company.

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Ordinary Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number amount of the Advance Shares set forth in such Advance Notice by one-one third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Ordinary Shares (the “Additional Shares”) equal to the greater of (a) the number of Common Ordinary Shares sold by the Investor on such Excluded DayDay(s), if any, or (b) such number of Ordinary Shares elected to be purchased by the Investor, and the purchase price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Ordinary Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-one third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Ordinary Shares (the “Additional Shares”) equal to the greater of (a) the number of Common Ordinary Shares sold by the Investor on such Excluded DayDay(s), if any, or (b) such number of Ordinary Shares elected to be subscribed for by the Investor, and the subscription price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original applicable Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP MAP, with respect to such Advance Advance, by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 applicable Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number amount of the Advance Shares set forth in such Advance Notice by one-third 33.3% in the event of an Option 1 Pricing Period or 100% in the event of an Option 2 Pricing Period (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the applicable Market Price. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%(without any further discount), provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number amount of the Advance Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%(without any further discount), provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (ia) With respect to each Advance Notice selecting an Option 2 Pricing Period, the Company may notify the Investor of the MAP Minimum Acceptable Price with respect to such Advance by indicating a MAP Minimum Acceptable Price on such Advance Notice. If no MAP Minimum Acceptable Price is specified in an Advance Notice, then no MAP Minimum Acceptable Price shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAPMinimum Acceptable Price, the VWAP of the Common Shares is below the MAP Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third 33% (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (iib) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to greater of (a) the number of Common Shares sold by the Investor on such Excluded DayDay(s), if any, or (b) such number of Common Shares elected to be subscribed for by the Investor, and the subscription price paid per share for each Additional Share shall be equal to the MAP Minimum Acceptable Price in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c)3.02.

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodPurchase Notice, the Company may notify the Investor of the MAP with respect to such Advance MAP, by indicating a MAP on such Advance Purchase Notice. If no MAP is specified in an Advance a Purchase Notice, then no MAP shall be in effect in connection with such AdvancePurchase Notice. Each Trading Day during an Option 2 Pricing Period beginning on the Purchase Notice Date for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares Stock is below the MAP in effect with respect to such Advance Purchase Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number amount of Advance the Purchase Notice Shares set forth in such Advance Purchase Notice by one-third 33.3% (“Excluded Day” and the resulting amount of each Advance Purchase Notice being the “Adjusted Advance Purchase Amount”), ) and each Excluded the VWAP of the Common Stock for that Trading Day shall will be excluded from the Option 2 Pricing Period for purposes calculation of determining the Market Purchase Price. (ii) . The total Advance number of Purchase Notice Shares in respect of each Advance Purchase Notice with any Excluded Day(s) (after reductions have been made to arrive at the Adjusted Advance Purchase Amount, if any) shall may be automatically increased by such number of shares of Common Shares Stock (the “Additional Shares”) equal elected to the number of Common Shares sold be subscribed for by the Investor on such Excluded Day, if anyInvestor, and the subscription price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%Purchase Notice, provided that this increase shall not cause the total Advance number of Purchase Notice Shares to exceed the amount set forth in the original Advance applicable Purchase Notice or any limitations set forth in Section 2.01(c2.3 or Section 7.2(g).

Minimum Acceptable Price. The lowest Market Price of the Common Stock (ibefore taking into account any discount used to calculate the Purchase Price) With respect to for any particular Advance (the “Minimum Acceptable Price”) shall, in connection with each Advance Notice selecting an Option 2 Pricing Perioddelivered by the Company, the Company may notify the Investor be equal to ninety seven percent (97%) of the MAP with respect to such VWAP on the Trading Day immediately preceding the Advance by indicating a MAP on Notice Date for such Advance Notice. If no MAP is specified in Subject to the next sentence, upon the issuance by the Company of an Advance NoticeNotice along with a Minimum Acceptable Price, then no MAP (i) the Company shall be automatically reduce the amount of the Advance set forth in effect in connection with such Advance. Each Advance Notice by twenty percent (20%) for each Trading Day during an Option 2 the Pricing Period for which (A) with respect to each Advance Notice with a MAP, that the VWAP of the Common Shares Stock is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP Minimum Acceptable Price (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third and (the resulting amount of each Advance being the “Adjusted Advance Amount”), and ii) each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. . The number of shares of Common Stock to be delivered to the Investor at the Closing (iiin accordance with Section 2.3 of this Agreement) The total shall correspond with the Advance Shares in respect Notice amount as reduced pursuant to clause (i) above, except that the Company shall be obligated to sell, and the Investor shall be obligated to purchase any shares of each Common Stock corresponding to such Advance (after reductions Notice that have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on and such Excluded Day, if anyshares shall be priced at the greater of the Purchase Price or the applicable Minimum Acceptable Price. The Company, and only the price paid per share for each Additional Share shall be equal to Company, may waive the MAP in effect Minimum Acceptable Price with respect to such any particular Advance Notice multiplied by 97%, provided that this increase shall not cause providing the total Advance Shares Investor with written notice of waiver on or prior to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c)Date.

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing Period, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-one third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share Purchase Price for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP Minimum Acceptable Price (“MAP”) with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-one third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the greater of (a) the number of Common Shares sold by the Investor on such Excluded DayDay(s), if any, or (b) such number of Common Shares elected to be subscribed for by the Investor, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) In relation to each Advance, the Company can set a minimum acceptable price at which it is willing to sell its shares to the Investor by (x) indicating a minimum acceptable price on the space provided on the Advance Notice (the “Initial MAP”), and/or (y) changing the Initial MAP, or if no Initial MAP was set, adding a minimum acceptable price, at any time during a Pricing Period, by providing notice to the Investor (a “MAP Change Notice”) setting forth a subsequent minimum acceptable price (the “Subsequent MAP” and each of the Initial MAP and the Subsequent MAP a “MAP” or “Minimum Acceptable Price”). Any Subsequent MAP shall take effect beginning on the Trading Day immediately following the day that the MAP Change Notice was received by the Investor. With respect to each an Advance Notice selecting an Option 2 Pricing Period, issued by the Company may notify with a MAP (including a Subsequent MAP), (A) the Investor amount of the MAP with respect to Advance set forth in such Advance Notice shall automatically be reduced by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each 20% for each Trading Day during an Option 2 the Pricing Period for which (A) with respect to each Advance Notice with a MAP, that the VWAP of the Common Shares Stock is below the MAP in effect with respect to on such Advance Notice, or (B) there is no VWAP Trading Day (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third and (the resulting amount of each Advance being the “Adjusted Advance Amount”), and B) each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total number of Shares to be issued and delivered to the Investor at each Closing (in accordance with Section 2.02 of this Agreement) with respect to an Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) Notice with a MAP shall be automatically increased by such number of Common determined based on the Advance Notice amount as reduced pursuant to Section 2.01(c)(i)(A) above, provided however, with respect to each Excluded Day the Investor shall purchase and the Company shall sell Shares (in a total amount for each Excluded Day not to exceed 20% of the “Additional Shares”amount of the Advance set forth in such Advance Notice) in an amount equal to (y) the number of Common Shares sold by the Investor on such Excluded Day, if anyand (z) the number of additional Shares that the Investor may elect to purchase provided the Investor notifies the Company of any such election before 4:15 p.m. Eastern Time on the Trading Day immediately following such Excluded Day, and the in each case at a price paid per share for each Additional Share shall be equal to the MAP in effect with respect to on such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or Excluded Day (without any limitations set forth in Section 2.01(cfurther discount).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-one third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to greater of (a) the number of Common Shares sold by the Investor on such Excluded DayDay(s), if any, or (b) such number of Common Shares elected to be subscribed for by the Investor, and the subscription price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%% (without any further discount), provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing Perioddelivered by the Company, the Company may may, but shall be under no obligation to, notify the Investor of the MAP Minimum Acceptable Price with respect to such Advance by indicating a MAP Minimum Acceptable Price on such Advance Notice. If no MAP Minimum Acceptable Price is specified in an Advance Notice, then no MAP Minimum Acceptable Price shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAPMinimum Acceptable Price, the VWAP of the Common Shares is below the MAP Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number amount of the Advance Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP Minimum Acceptable Price in effect with respect to such Advance Notice multiplied by 97%(without any further discount), provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Ordinary Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Ordinary Shares (the “Additional Shares”) equal to the greater of (a) the number of Common Ordinary Shares sold by the Investor on such Excluded DayDay(s), if any, or (b) such additional number of Ordinary Shares elected to be subscribed for by the Investor, and the subscription price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original applicable Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP Minimum Acceptable Price with respect to such Advance by indicating a MAP Minimum Acceptable Price on such Advance Notice. If no MAP Minimum Acceptable Price is specified in an Advance Notice, then no MAP Minimum Acceptable Price shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAPMinimum Acceptable Price, the VWAP of the Common Shares is below the MAP Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number amount of the Advance Shares set forth in such Advance Notice by one-third 35% (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market PriceMarket. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased at the option of the Investor by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP Minimum Acceptable Price in effect with respect to such Advance Notice multiplied by 97%(without any further discount), provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period (each such day, an “Excluded Day”) for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares ADSs is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”)the ADSs are suspended from trading on the Principal Market, shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-one third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares ADSs (the “Additional Shares”) equal to the number of Common Shares ADSs sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 9795%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Ordinary Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Ordinary Shares (the “Additional Shares”) equal to the greater of (a) the number of Common Ordinary Shares sold by the Investor on such Excluded DayDay(s), if any, or (b) such number of Ordinary Shares elected to be subscribed for by the Investor, and the subscription price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 Pricing Period for which (A) with With respect to each Advance Notice with a MAP, each Trading Day during an Advance Pricing Period for which (A) the VWAP of the Common Shares is below the MAP Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number amount of the Advance Shares set forth in such Advance Notice by one-third (y) 20% if the applicable Advance Notice specifies a Pricing Period of five (5) consecutive Trading Days or by (z) 50% if the applicable Advance Notice specifies a Pricing Period of two (2) consecutive Trading Days (the resulting amount of each Advance being the “Adjusted Advance AmountShares”), and each Excluded Day shall be excluded from the Option 2 Advance Pricing Period for purposes of determining the Market PricePrice and the number of days in the Advance Pricing Period shall be reduced by the number of Excluded Days. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if anyShares) shall be automatically increased at the option of the Investor by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%(without any further discount), provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 Pricing Period for which (A) with With respect to each Advance Notice with a MAP, each Trading Day during a Pricing Period for which (A) the VWAP of the Common Shares Stock is below the MAP Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number amount of the Advance Shares set forth in such Advance Notice by one-third 20% (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect amount of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased at the option of the Investor by such number of Common Shares an amount (the “Additional SharesAmount”) equal to the product of (A) the number of Common Shares sold by the Investor on such Excluded Day, if any, and the (B) a price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%(without any further discount), provided that this increase shall not cause the total Advance Shares amount to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing Period, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Ordinary Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Ordinary Shares (the “Additional Shares”) equal to the number of Common Ordinary Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%(without any further discount), provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each With respect to each Advance Notice each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Ordinary Shares (represented by ADSs) is below the MAP Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number amount of the Advance Shares set forth in such Advance Notice by one-third 20% (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect amount of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased at the option of the Investor by such number of Common Shares an amount (the “Additional SharesAmount”) equal to the product of (A) the number of Common Shares sold by the Investor on such Excluded Day, if any, and the (B) a price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%(without any further discount), provided that this increase shall not cause the total Advance Shares amount to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodPeriod only, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to greater of (a) the number of Common Shares sold by the Investor on such Excluded DayDay(s), if any, or (b) such number of Common Shares elected to be subscribed for by the Investor, and the subscription price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting delivered by the Company (other than in respect of an Option 2 Pricing Period, Investor Notice) the Company may notify the Investor of the MAP Minimum Acceptable Price with respect to such Advance by indicating a MAP Minimum Acceptable Price on such Advance Notice. If no MAP is specified in an the Advance Notice, provided that if no Minimum Acceptable Price is so indicated, then no MAP the Minimum Acceptable Price for such Advance shall be in effect in connection with such Advanceset at a price per share equal to 90% of the closing price of the Common Shares on the Trading Day immediately prior to the Advance Notice Date. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the greater of (a) the number of Common Shares sold by the Investor on such Excluded DayDay(s), if any, or (b) such number of Common Shares elected to be subscribed for by the Investor, and the price paid per share for each Additional Share shall be equal to the MAP Minimum Acceptable Price in effect with respect to such Advance Notice multiplied by 9795%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c)3.02.

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Ordinary Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-one third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Ordinary Shares (the “Additional Shares”) equal to the greater of (a) the number of Common Ordinary Shares sold by the Investor on such Excluded DayDay(s), if any, or (b) such number of Ordinary Shares elected to be subscribed for by the Investor, and the subscription price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 9797.5%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Ordinary Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction (subject to Section 2.01(d)(ii) below) to the number of Advance Shares set forth in such Advance Notice by one-one third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The In the event that the total Advance Shares in respect of each Advance (after reductions have with any Excluded Day(s) has been made reduced to arrive at the Adjusted Advance AmountAmount in accordance with the provisions of ‎Section 2.01‎(d)‎(i) above, if any) then the Investor shall be automatically increased by purchase from the Company on the Closing of the applicable Advance such number of Common additional Advance Shares (the “Additional Shares”) equal to greater of (a) the number of Common Ordinary Shares sold by the Investor on such Excluded DayDay(s), if any, or (b) such number of Ordinary Shares detailed in the applicable Advance Notice which were otherwise reduced pursuant to Section 2.01(d)(i) above and elected to be purchased by the Investor by no later than the Closing of the applicable Advance, and the subscription price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original applicable Advance Notice or any limitations set forth in Section 2.01(c) (in which event the amount of Additional Shares and the aggregate purchase price therefor shall be adjusted to reflect the purchase of the maximum number of Advance Shares that the Investor may purchase pursuant to the applicable Advance Notice).

Minimum Acceptable Price. The lowest Market Price of the Common Stock (ibefore taking into account any discount used to calculate the Purchase Price) With respect to for any particular Advance (the “Minimum Acceptable Price”) shall, in connection with each Advance Notice selecting an Option 2 Pricing Perioddelivered by the Company, the Company may notify the Investor be equal to seventy five percent (75%) of the MAP with respect to such Bid Price on the Trading Day immediately preceding the Advance by indicating a MAP on Notice Date for such Advance Notice. If no MAP is specified in Subject to the next sentence, upon the issuance by the Company of an Advance NoticeNotice along with a Minimum Acceptable Price, then no MAP (i) the Company shall be automatically reduce the amount of the Advance set forth in effect in connection with such Advance. Each Advance Notice by twenty percent (20%) for each Trading Day during an Option 2 the Pricing Period for which (A) with respect to each Advance Notice with a MAP, that the VWAP of the Common Shares Stock is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP Minimum Acceptable Price (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third and (the resulting amount of each Advance being the “Adjusted Advance Amount”), and ii) each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. . The number of shares of Common Stock to be delivered to the Investor at the Closing (iiin accordance with Section 2.3 of this Agreement) The total shall correspond with the Advance Shares in respect Notice amount as reduced pursuant to clause (i) above, except that the Company shall be obligated to sell, and the Investor shall be obligated to purchase any shares of each Common Stock corresponding to such Advance (after reductions Notice that have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on and such Excluded Day, if anyshares shall be priced at the greater of the Purchase Price or the applicable Minimum Acceptable Price. The Company, and only the price paid per share for each Additional Share shall be equal to Company, may waive the MAP in effect Minimum Acceptable Price with respect to such any particular Advance Notice multiplied by 97%, provided that this increase shall not cause providing the total Advance Shares Investor with written notice of waiver on or prior to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c)Date.

Minimum Acceptable Price. The lowest closing Bid Price of the Common Stock during the Pricing Period (ibefore taking into account any discount used to calculate the Purchase Price) With respect to for any particular Advance shall, in connection with each Advance Notice selecting an Option 2 Pricing Perioddelivered by the Company, be equal to seventy five percent (75%) of the closing Bid Price on the Trading Day immediately preceding the Advance Notice Date for such Advance Notice (the “Minimum Acceptable Price”). Subject to the next sentence, upon the issuance by the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 Pricing Period for which (A) with respect to each Advance Notice with a MAPMinimum Acceptable Price, if any of the VWAP closing Bid Prices during the Pricing Period are below the Minimum Acceptable Price (i) the Company shall automatically reduce the amount of the Advance set forth in such Advance Notice by twenty percent (20%) for each Trading Day during the Pricing Period that the closing Bid Price of the Common Shares Stock is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP Minimum Acceptable Price (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third and (the resulting amount of each Advance being the “Adjusted Advance Amount”), and ii) each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. . The number of shares of Common Stock to be delivered to the Investor at the Closing (iiin accordance with Section 2.3 of this Agreement) The total shall correspond with the Advance Shares in respect Notice amount as reduced pursuant to clause (i) above, except that the Company shall be obligated to sell, and the Investor shall be obligated to purchase any shares of each Common Stock corresponding to such Advance (after reductions Notice that have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on and such Excluded Day, if anyshares shall be priced at the greater of the Purchase Price or the applicable Minimum Acceptable Price. The Company, and only the price paid per share for each Additional Share shall be equal to Company, may waive the MAP in effect Minimum Acceptable Price with respect to such any particular Advance Notice multiplied by 97%, provided that this increase shall not cause providing the total Investor with written notice of waiver on or prior to the Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Date. Section 2.01(c)2.3.

Minimum Acceptable Price. (i) With respect to In connection with each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify indicate a minimum acceptable price per share (the Investor “Minimum Acceptable Price”). With respect to an Advance Notice issued by the Company with a Minimum Acceptable Price (y) the amount of the MAP with respect to Advance set forth in such Advance Notice shall automatically be reduced by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each one-fifth (20%) for each Trading Day during an Option 2 the Pricing Period for which (A) with respect to each Advance Notice with a MAP, that the VWAP of the Common Ordinary Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP Minimum Acceptable Price (each such day, an “Excluded Day”), shall result in an automatic reduction to and (z) for purposes of determining the number of Advance Shares set forth in Price Per Share for such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”)Advance, and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price and the Price Per Share shall be no less than 98% of the Minimum Acceptable Price. (ii) The total Advance number of Shares in respect to be issued and delivered to the Investor at the closing of each Advance (after reductions have been made each, a “Closing”) (in accordance with ‎Section 2.02 of this Agreement) with respect to arrive at the Adjusted an Advance Amount, if any) Notice with a Minimum Acceptable Price shall be automatically increased by determined based on the Advance Notice amount (as may first be reduced pursuant to Section 2.01(c)-(e), as applicable) as reduced pursuant to clause (y) above, provided however, with respect to each Excluded Day, the Investor shall have the right to purchase from the Company Ordinary Shares for an amount up to 20% of the amount of the Advance set forth in such Advance Notice (as may first be reduced pursuant to Section 2.01(c)-(e), as applicable) at a price per Share equal to the Minimum Acceptable Price. In each Settlement Document the Investor shall provide the Company with notice of the number of Common additional Shares to be purchased by the Investor with respect to any Excluded Day (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing Period, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third (the resulting amount number of each Advance Shares being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%(without any further discount), provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting with an Option 2 Pricing Period, the Company may notify the Investor of the MAP Minimum Acceptable Price with respect to such Advance by indicating a MAP Minimum Acceptable Price on such Advance Notice. If no MAP Minimum Acceptable Price is specified in an Advance Notice, then no MAP Minimum Acceptable Price shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAPMinimum Acceptable Price, the VWAP of the Common Shares is below the MAP Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to greater of (a) the number of Common Shares sold by the Investor on such Excluded DayDay(s), if any, or (b) such number of Common Shares elected to be subscribed for by the Investor, and the subscription price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c)3.02.

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-one third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the greater of (a) the number of Common Shares sold by the Investor on such Excluded DayDay(s), if any, or (b) such number of Common Shares elected to be subscribed for by the Investor, and the subscription price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%(without any further discount), provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP Minimum Acceptable Price with respect to such Advance by indicating a MAP Minimum Acceptable Price on such Advance Notice. If no MAP Minimum Acceptable Price is specified in an Advance Notice, then no MAP Minimum Acceptable Price shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAPMinimum Acceptable Price, the VWAP of the Common Shares is below the MAP Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number amount of the Advance Shares set forth in such Advance Notice by one-third 33.33% (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market PriceMarket. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased at the option of the Investor by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP Minimum Acceptable Price in effect with respect to such Advance Notice multiplied by 97%(without any further discount), provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-one third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the greater of (a) the number of Common Shares sold by the Investor on such Excluded DayDay(s), if any, or (b) such number of Common Shares elected to be subscribed for by the Investor, and the subscription price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares [Shares] to exceed the amount set forth in the original applicable Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. The lowest Market Price of the Common Stock (ibefore taking into account any discount used to calculate the Purchase Price) With respect to for any particular Advance (the "Minimum Acceptable Price") shall, in connection with each Advance Notice selecting an Option 2 Pricing Perioddelivered by the Company, the Company may notify the Investor be equal to sixty five percent (65%) of the MAP with respect to such VWAP on the Trading Day immediately preceding the Advance by indicating a MAP on Notice Date for such Advance Notice. If no MAP is specified in Subject to the next sentence, upon the issuance by the Company of an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 Pricing Period for which (A) with respect to each Advance Notice along with a MAPMinimum Acceptable Price, (i) the VWAP Company shall automatically reduce the amount of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third twenty percent (20%) for each Trading Day during the resulting amount Pricing Period that the VWAP of the Common Stock is below the Minimum Acceptable Price (each Advance being the “Adjusted Advance Amount”such day, an "Excluded Day"), and (ii) each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. . The number of shares of Common Stock to be delivered to the Investor at the Closing (iiin accordance with Section 2.3 of this Agreement) The total shall correspond with the Advance Shares in respect Notice amount as reduced pursuant to clause (i) above, except that the Company shall be obligated to sell, and the Investor shall be obligated to purchase any shares of each Common Stock corresponding to such Advance (after reductions Notice that have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on and such Excluded Day, if anyshares shall be priced at the greater of the Purchase Price or the applicable Minimum Acceptable Price. The Company, and only the price paid per share for each Additional Share shall be equal to Company, may waive the MAP in effect Minimum Acceptable Price with respect to such any particular Advance Notice multiplied by 97%, provided that this increase shall not cause providing the total Advance Shares Investor with written notice of waiver on or prior to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c)Date.

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Ordinary Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number amount of the Advance Shares set forth in such Advance Notice by (y) 100% if the applicable Pricing Period is a one-day pricing period, and (z) one third if the applicable Pricing Period is a three-day pricing period (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance number of Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Ordinary Shares (the “Additional Shares”) equal to the number of Common Ordinary Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%(without any further discount), provided that this increase shall not cause the total Advance Shares advance to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).2.01I.

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number amount of the Advance Shares set forth in such Advance Notice by one-one third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the greater of (a) the number of Common Shares sold by the Investor on such Excluded DayDay(s), if any, or (b) such number of Common Shares elected to be purchased by the Investor, and the purchase price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 9794%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect to each Advance Notice selecting an Option 2 Pricing PeriodNotice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during an Option 2 a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number amount of the Advance Shares set forth in such Advance Notice by one-third (y) 50% if the applicable Advance Notice specifies a Pricing Period of 2 consecutive Trading Days or by (z) 20% if the applicable Advance Notice specifies a Pricing Period of 5 consecutive Trading Days (the resulting amount of each Advance being the “Adjusted Advance AmountShares”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market PriceMarket. (ii) The total Advance Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if anyShares) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%(without any further discount), provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. (i) With respect In relation to each Advance Notice selecting an Option 2 Pricing PeriodAdvance, the Company may notify set a minimum acceptable price at which it is willing to sell its shares to the Investor of the MAP with respect to such Advance by indicating a MAP minimum acceptable price on the space provided on the Advance Notice (a “Minimum Acceptable Price”). With respect to an Advance Notice issued by the Company with a Minimum Acceptable Price (i) the amount of the Advance set forth in such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP Notice shall automatically be in effect in connection with such Advance. Each reduced by 20% for each Trading Day during an Option 2 the Pricing Period for which (A) with respect to each Advance Notice with a MAP, that the VWAP of the Common Shares Stock is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP Minimum Acceptable Price (each such day, an “Excluded Day”), shall result in and (ii) a portion of an automatic reduction to the number of Advance Shares that otherwise would be reduced may be added as set forth in such Advance Notice by one-third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Option 2 Pricing Period for purposes of determining the Market Price‎Section 2.01(b)(ii) below. (ii) The total Advance Shares in With respect of to each Advance (after reductions have been made to arrive at the Adjusted Advance Amount, if any) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the number of Common Shares sold by the Investor on such Excluded Day, if anythe Investor has sold Shares at prices above the Minimum Acceptable Price on such day, then the Investor (i) shall automatically include back into the Advance an amount corresponding to the Shares it has actually sold, and (ii) shall have the price paid per share for each Additional Share shall be equal right to include an additional amount back into the Advance up to the MAP in effect amount that otherwise would have been reduced due to such Excluded Day. In each Settlement Document the Investor shall provide the Company with notice of the amount that it automatically including and is electing to include with respect to such each Excluded Day. For example if an Advance Notice multiplied requesting an Advance of $5,000,000 contained 2 Excluded Days, then (i) the amount of the Advance shall be reduced by 97%$2,000,000 pursuant to ‎Section 2.01(b)(i) above, provided that and (ii) pursuant to this increase ‎Section 2.01(b)(ii) by providing notice to the Company in the Settlement Document (A) the Investor shall automatically include back into the Advance an amount corresponding to the Shares it has actually sold, and (B) the Investor shall have the right to also include an additional amount back into the Advance which in total (combined with the amount included in (A)) shall not cause exceed $2,000,000. For the total Advance Shares avoidance of doubt, in no event shall the Purchase Price paid to exceed the amount set forth Company be affected in any way and in no event shall the original Advance Notice or any limitations set forth in Section 2.01(c)Purchase Price be lower than the Minimum Acceptable Price due to the application of the terms of this section.