第99.1展示文本

證券購買協議

本證券購買協議（以下簡稱「本協議」）於2024年6月6日簽訂，雙方爲開曼群島法律規定下的 Gorilla Technology Group Inc. 公司（以下簡稱「買方」）以及在簽名頁上被確認的購買人（包括各自的繼承人和受讓人，以下簡稱「賣方」）協議”) is dated as of October __, 2024, between TuanChe Limited, a Cayman Islands exempted company (the “公司”）和此處簽名頁上確認的每位買方（包括其繼承人和受讓人，以下簡稱爲“買方”及其合稱爲「擔保子公司」購買者”).

鑑於，根據本協議中規定的條款和條件，並且依照（i）根據證券法（如下所定義）的有效註冊聲明註冊普通股和預融資權證以及（ii）根據證券法第5條中所包含的第4條(a)(2)和/或其下屬的D條例中登記要求的豁免，公司希望向每位買方發行並賣出，並且每位買方分別而非共同地渴望從公司購買公司更全面地在本協議中描述的證券。

因此，考慮本協議中包含的互相約定，並且爲了其他優厚的對價，已收到並確認 足夠的收據，本公司和每個購買者如下約定：

第一條
定義

1.1 定義除本協議其他地方定義的術語外，爲便於本協議目的，以下術語所含義的定義見第1.1章節：

“收購人。收購人是指「受益所有人」（在股東權益計劃中定義）擁有20％或更多的普通股票的人。但是，收購人不包括公司或公司的任何子公司，也不包括作爲允許出價、競爭允許出價和某些其他豁免交易的結果成爲20％或更多流通普通股的受益所有人的任何人。「應按照第4.5節所賦予的含義解釋該術語。」

“行動“ 應具有第3.1(j)節中所定義的含義。

“ADS（美國存托股票）” 表示根據下文所定義的存託協議發行的美國存托股份，每股代表兩百四十（240）股A類普通股。

“附屬公司「 」表示直接或間接地通過一個或多箇中介機構控制、被控制或與一個人處於共同控制之下的任何個人，如《證券法》405條規定和解釋使用的這些術語。

“董事會「董事會」指公司的董事會。

“工作日「日」是指除了星期六、星期日或法律授權或要求在紐約市營業銀行不得休息的任何其他日子； 在每種情況下，該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時；, 公司對於以下情況，不應承擔責任：根據第10（b）部分書面信息可靠地提供。爲了澄清，商業銀行不應被視爲獲得授權或受法律要求因爲「居家隔離」、「留在家裏」、「非必要員工」或其他類似命令或限制或因任何政府當局指示關閉任何實體分支地點而停業開多隻要紐約市的商業銀行的電子資金轉賬系統（包括電匯）一般在當天對客戶開放使用。

“結盤「 」表示根據第2.1節的規定進行證券的買賣交易結束。

“交割日期「交易日」指交易文檔已被相關方簽署並交付，且支付認購額度和交付證券的各項前提條件均已滿足或豁免，在本協議簽署日後第一個（1號）交易日（若本協議不是在交易日當天或下午4點後（紐約時間）及午夜前（紐約時間）簽署，將順延至本協議簽署日後第二個（2^nd）個交易日，除非公司和認購方另有約定。

“委員會:” 表示美國證券交易所。

“共同認股權”代表根據本協議第2.2(a)節在交割時交付給購買方的ADS購買權證，這些共同認股權證應立即行使，並且行使期限爲五（5）年，形式如下 附件B 附件所示。

“一般 認股權證ADS”表示可行使一般認股權證後發行的ADS。

“普通 認股權證股份「」表示普通認股權證行使後可發行的普通股。

“公司 開曼法律顧問「」表示位於香港灣仔港灣道18號中環廣場26樓的Maples and Calder (Hong Kong) LLP。

“公司 美國律師”表示Hunter Taubman Fischer＆Li LLC，辦事處位於紐約第三大道950號19樓^th 樓，紐約，NY 10022。

“存入資金 協議「存入資金協議」指2022年10月23日簽訂的，公司、紐約梅隆銀行作爲存託人，以及不時的ADS所有者和持有人之間的協議，該協議可能會被修改或補充。

“「託管人」是指對於任何系列證券發行的全部或部分採用一種或多種全局證券的證券，由公司指定爲該系列的託管人的人，該託管人應爲登記於交易所法案下的清算機構；如在任何時候有不止一個這樣的人，「託管人」用於該系列證券則應指該系列證券的託管人。” 意味着《存入資金協議》項下的紐約梅隆銀行，地址爲紐約市格林尼治街240號，紐約，N.Y. 10286，以及《存入資金協議》項下的任何後繼託管人。

““「」指公司隨附交付的披露進度表。

“披露時間” 意味着，(i) 如果本協議簽署的日子不是交易日或在任何交易日的晚上9:00 (紐約時間)之後且在此後的交易日之前，必須在此後的交易日的上午9:01 (紐約時間)前簽署本協議，除非放置代理要求更早時間；(ii) 如果本協議簽署在任何交易日的午夜 (紐約時間)和上午9:00 (紐約時間)之間，則必須在此日上午9:01 (紐約時間)之前簽署本協議，除非放置代理要求更早時間。

“EGS” 是指艾倫諾夫·格羅斯曼·斯科萊律師事務所，辦公地址位於美洲大道1345號，紐約，紐約10105-0302。

“評估日期「」在第3.1（s）節中有所指。

“證券交易法「1934證券交易法」，經修訂的法律，及其頒佈的規定。

“免除 發行「」意味着公司根據董事會的非僱員成員或專門設立的非僱員董事委員會的大多數同意，向公司僱員、管理人員或董事發行普通股、ADS或期權，以贍養的股票或期權計劃，對提供給公司的服務， (b) 根據本協議發行的任何證券的行使、交換或轉換及行使或交換或轉換爲或轉換成的ADS或普通股，債券的證券或可兌換爲或轉換至ADS或普通股的證券，提供，自本協議簽署日起，這些證券自簽署本協議以來未經修改增加這些證券的數量或降低這些證券的行使價、交換價或轉換價（與拆股並股無關），或延長這些證券的期限，和 (c) 獲得公司的不感興趣的董事會大多數批准的收購或戰略交易併發行的證券，前提是這些證券是根據獲得批准的「受限制證券」（在Rule 144中定義）發行的，並且不具有要求或允許在本協議第4.10(a)節的禁止期內就相關事項進行註冊的註冊權，並且要求任何此類發行僅對本身或通過其子公司爲公司的業務具有協同作用或資產持有者進行，而爲公司提供除資金投資之外的額外利益，但不得包括公司主要爲籌集資金而發行證券或主要業務是投資證券的實體。

“除非董事會書面批准，否則公司或其子公司及附屬實體將不提供或致使提供任何關於證券發行和銷售的發售材料，包括任何最終發售募集說明書。「FCPA」表示1977年修訂後的《反海外賄賂法》。

“通用會計原則(GAAP)「」 應按照第3.1(h)節中的定義理解。

“負債「」 在第3.1（aa）節中有所定義。

“知識產權「」應如第3.1（p）節所述。

“傳奇 撤除日期「」在第4.1(c)節中被賦予了相應的含義。

“留置權「 」代表留置權、收費、抵押、安全利益、負擔、優先購買權或其他限制。

“鎖定協議「鎖定協議」是指本日起生效的公司與公司的董事、高級管理人員、10%股東及公司關聯方之間的協議形式 附錄 A 附件所示。

“重大不利影響「」在第3.1(b)節中有指定含義。

“材料 許可證”應理解爲第3.1(n)節中所定義之含義。

“普通股「」表示每股面值爲0.0001美元的公司A類普通股或B類普通股，以及此類證券今後可能重新分類或更改爲的任何其他類證券。

“普通股股份等同份額 表示公司或子公司的任何證券，可使持有人隨時購買普通股或ADS，包括但不限於任何債務、優先股、權利、期權、認股權證或其他工具，可轉換爲、可行使或可兌換爲普通股或ADS，或者以其他方式使持有人有權獲得普通股或ADS。

“境外 上市試點辦法”指的是2023年2月17日中國證監會頒佈並於2023年3月31日生效的境內公司境外證券發行和上市試點管理辦法。

“每ADS 購買價格等於$1.4494（包括任何託管ADS發行費），根據ADS和/或普通股的拆股並股、送轉、股票組合和其他類似交易進行調整，自本協議日期後發生的事件，預付權證的購買價格爲每ADS購買價格減去$0.001。

“人” 指個人或公司、合夥企業、信託、註冊或非法人協會、合資企業、有限責任公司， 股份公司、政府（或其機構或分支機構）或其他任何類型的實體。

“擺放 代理人” 意味着Maxim Group LLC。

“中國「」表示中華人民共和國，但僅適用於本協議的目的，不包括香港、澳門特別行政區和臺灣地區。

“中國律師事務所” 指的是十慧合夥，辦公地點位於北京市朝陽區建國門外大街2號北京銀泰中心C座42層，中國100022。

“預先融資 認股權證「」表示在根據本協議第2.2(a)節於交割時交付給購買方的預資金化ADS購買權證，這些預資金化權證可以立即行使，並在全部行使時到期，形式爲 展覽 C 附件所示。

“預先資金 認股權證ADS”表示認股權證行使後可發行的ADS。

“預先融資 認股權證股份「」指的是可行使的預資助權證所發行的美國存托股票。

“10）計劃不屬於「其他企業」。企業應根據適用法律的規定全額賠償公司董事，該董事因爲他或她是或曾是公司董事、高級職員、僱員或代理人或是根據公司要求作爲另一家公司、合夥企業、聯營企業、信託或其他企業的董事、高級職員、僱員或代理人而受到威脅、正在進行中或已完成的程序產生的實際和合理費用（包括律師費）、裁決、罰款和結算費用。「 」指行動、索賠、訴訟、調查或程序（包括但不限於非正式調查或部分程序，例如證言），無論其是否已經開始或威脅到。

“招股書「最終基準招股書」是指提交註冊聲明時的最終基準招股書，包括提交的所有信息、文件和展示資料，以及被引入到最終基準招股書中的文件。

“招股書補充資料「」代表符合證券法案第424（b）條的招股說明書補充，提交給委員會並由公司在交割時交付給每位購買者，包括所有與該招股說明書補充有關的信息、文件和展品。

“購買者 派對” 應具有第 4.8 節中賦予該術語的含義。

“註冊聲明書“"指的是文件編號爲333-265942並註冊出售股票、預資的權證和預資的權證股份給買方的有效註冊聲明，其中包括任何462(b)規則註冊聲明。

“所需審批 審批「」在第3.1(e)節中所指的含義。

“規則144「144規則」是指根據證券法由委員會頒佈的規則，該規則可能會不時地得到修訂或解釋，或者由委員會制定的目的和效果基本相同的任何類似規則或法規。

“條款424「」意味着證券法委員會根據證券法頒佈的424條規定，該規定可能隨時修訂或解釋，或任何類似的規則或法規，該委員會在此後頒佈，具有類似的目的和效果。

“規則 462(b) 註冊聲明「」表示公司準備的任何註冊聲明，註冊了額外的公共證券，該註冊聲明是在本日期前或之前向委員會提交的，並根據證券法規462(b)依據委員會頒佈的規則自動生效。

“SEC報告「」 應按照第3.1(h)節中的定義理解。

“證券指股份，美國存托股，認股權證，認股權證美國存托股和認股權證股份。

“證券法「」表示1933年修訂版證券法，以及在此之下制定的規則和法規。

“股份“ 指按照存入資金協議發行的普通股，每個美國存托股份代表兩百四十（240） A類普通股，根據本協議發行或可發行給每位購買者。

“賣空榜”指的是《證券交易所》下規則200定義的所有"賣空榜"(但不包括定位和/或借入普通股和/或ADS)。

“認購額度”代表每位認購者根據本協議簽署頁上規定的認購額度下方及「認購額度」標題旁購買的股票和認股權證的總額，以美元和即時可用款項表示（扣除如適用，認購者預資的認股權證的行使價格總額，該金額將在預資的認股權證行使時支付。

“「財政部條例」是指根據《稅收法典》頒佈的所有擬議、臨時和最終條例，這些條例可能會不時修訂（包括後續條例的相應規定）。「公司」指本文件第3.1(a)附表中所載公司子公司，如適用，在本協議簽訂後形成或收購的任何直接或間接子公司也包括在內。 附表3.1(a)而且，如果適用的話，在此日期之後成立或收購的公司的任何直接或間接附屬公司也應包括在內。

“交易日「日」指的是主要交易市場開放交易的日子。

“交易市場”表示在問題日期上市或報價交易的普通股和/或ADS的市場或交易所如下：紐交所美國，納斯達克資本市場，納斯達克全球市場，納斯達克全球精選市場，紐約證券交易所，粉紅色開放市場，OTCQb或OTCQX（或任何前述任何後繼者）。

“交易文件「本協議」意指本協議、認股權證、限制出售協議、以及所有相關展示和附表，以及與本次交易相關簽署的任何其他文件或協議。

“變量 利率交易“shall在第4.10(b)節中被賦予的含義。

“「VWAP」表示任何日期上任何證券的美元成交量加權平均價格，在納斯達克資本市場（或如果納斯達克資本市場不是該證券的主要交易市場，那麼在該證券的主要證券交易所或證券市場上，在該證券上從美國東部時間上午9:30開始，到美國東部時間下午4:00結束，在該證券上由彭博社通過其「VAP」功能報告的美元成交量加權平均價格(設置爲9:30開始時間和16:00結束時間)；如果上述情況不適用，則爲在該證券的場外市場上，該證券的電子公告板在美國東部時間上午9:30開始，到美國東部時間下午4:00，在彭博社報告的美元成交量加權平均價格，或者如果沒有任何市場商報告該證券的美元成交量加權平均價格，則該證券市場製造商的最高收盤買入價與最低收盤賣出價的平均值從The Pink Open Market（或類似的機構或代理機構繼承其報告價格的功能）或其他方式獲得。如果無法計算該日期上該安全的VWAP，則該日期上該安全的VWAP將是我們和債券持有人共同確定的公平市場價值。如果我們和債券持有人無法就該證券的公平市場價值達成一致意見，那麼這種爭議應根據條款中規定的程序解決。對於所有這些決定應適當調整任何股票股利、股票分割、股票組合、資本重組或其他類似交易的加權平均價格。對於任何日期，"成交量" 指根據適用的以下第一個款規定的價格：(a) 如果ADS當時被列在或在交易市場上掛牌，ADS在該日期（或最接近的前一日期）的每日成交量加權平均價格，根據彭博有限合夥公司報告的該ADS於當天9:30 a.m.（紐約市時間）至4:02 p.m.（紐約市時間）的交易市場上掛牌或收盤報價（b) 如果OTCQB或OTCQX不是交易市場，則相應日期ADS的成交量加權平均價格（或最接近的前一日期）爲適用的OTCQB或OTCQX（c) 如果ADS當時未在OTCQB或OTCQX掛牌交易，並且如果ADS價格則在The Pink Open Market（或類似組織或機構繼任者報告價格的職能）報告，所報告的每股ADS的最新買盤價，或(d) 在其他所有情況下，ADS的公允市值由持有的突出證券權益中大部分投資者誠心誠意地選擇並且對公司合理可接受的獨立評估師所確定，其費用和支出應由公司支付。

“權證” 表示，共同指普通權證和預先擬分配的權證。

“認股證 ADSs”表示認股證行使後可發行的ADSs。

“認股權股票「」表示可行使認股權獲得的普通股。

第二條。
認購和銷售

2.1 結盤在收盤日，根據本協議規定的條款和條件，公司同意出售，各個買方分別而不是聯合同意購買總計1,104,036.00美元的股票和普通認購證； 在每種情況下，該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時；, 然而，如果買方自行決定（連同其附屬公司和任何與其一起行事的人或其任何附屬公司）擁有的實質利益股份超過實質股權限制，或選擇代替購買股份購買Pre-funded Warrants，則買方可自行決定購買方式，以同等購買價格向公司購買Prefunded Warrants。到了買家自行決定時，只要某買方確定（連同該買方的關聯公司，以及任何作爲與該買方或該買方任何關聯公司共同組成一組的個人）將有權益擁有超過有益擁有限制，或者購買股票的買方選擇，該買方可以選擇購買預資金認購證而不是購買股票，以相同的總購買價格將資金支付給公司。"有益所有權限制。”應爲在發行日後立即生效的普通股份的數量的4.99%（或者，根據買方在結算時的選擇，爲9.99%）。每個買方在其親筆簽名的簽字頁上所載的認購額度應提供給「交付與付款」（"DVP公司或其指定人解決方案。公司應將足夠數量的普通股存入托管機構，並指示託管機構向由配售代理指定的結算公司交付ADS，結算公司應立即按照第2.2(a)節確定的方式向每位購買者交付其相應的ADS和認股證，公司和每位購買者應根據第2.2節約定交付Closing中列明的其他項目。在滿足第2.2和第2.3節規定的契約和條件後，Closing將在配售代理辦事處或雙方互相同意的其他地點通過交易文件的電子傳送遠程進行。除非配售代理另有指示，ADS的交割將通過DVP方式進行（即，在Closing Date當天，公司將導致託管機構直接向配售代理指定的結算公司發行ADS；在接收到這些ADS後，配售代理將立即通過電子方式將這些ADS交付給適用的購買者，並由配售代理（或其清算公司）通過電匯向公司支付）。儘管此處有任何相反規定，如果在公司和適用購買者簽署本協議的時間或之後，直至Closing（“Pre-Settlement期間”），該購買者將所有或部分在Closing時向其購買者發行的ADS（統稱爲“Pre-Settlement ADSs”），此購買者應在Closing時自動（無需任何額外的購買者或公司行動）被視爲無條件購買此類Pre-Settlement ADSs；但是，公司不需要在未收到此類Pre-Settlement ADSs的購買價格之前向此購買者交付任何預結算ADS；並且公司在此承認並同意，前述事項不構成此購買者是否在預結算期間將任何ADS賣給任何人的陳述或承諾，並且此類決定完全由此購買者在選擇是否進行任何此類銷售時單獨進行。儘管本處存在任何與之相反的規定以及購買者在此處附有的認購額度，購買者（及其關聯公司）在此處購買的ADS數量不會與該購買者（及其關聯公司）在屬於及時所有其他ADS一起擁有的ADS數量合計後，在Closing時擁有的作爲有利股東（根據證券交易法第13(d)條的規定）超過當時發行和流通中的普通股的9.9%（“按最大受益所有權 持有額度對於認購人的認購額度，如果在結束前其受益所有權最大值會超過時，將有條件地發行ADSs給其他簽署本協議的認購人。 如果一個認購人對ADSs的受益所有權會超過受益所有權最大值，則其認購額度應根據需要自動減少，以便符合本段規定。 儘管前述內容，關於在結束日12:00 p.m.（紐約時間）或之前交付的行使通知書（如預先完成的認購權證中所定義），在本協議簽署時間後任何時間提交的通知書，公司同意在結束日當天（紐約時間）下午4:00之前交付此類通知所涉及的預先完成的認購權證的ADSs，並且結束日將是本協議目的下的權證份額交付日期（如預先完成的認購權證中所定義）。

2.2 交付數量.

(a) 在結束日期之前（除非下面有說明），公司應向每位購買者交付或導致交付以下文件：

公司已執行本協議(i)條款;

(ii) 一份來自開曼公司的法律意見，來自中國法律顧問和美國公司的法律顧問，面向承銷商和購買者，形式須爲承銷商和購買者合理接受；

(iii) 根據第2.1節，公司應向每位購買方提供公司的電匯指示，公司抬頭並由首席執行官或首席財務官執行。

(iv) 根據第2.1節，以指示存管人通過 The Depository Trust Company存入或取出代管系統以加快速度交付等同於購買者 認購額度除以每股美國存托股購買價格的股份的不可撤銷指示的副本，交付給安排代理指定的結算公司;DWAC

(v) a 以該購買者的名義註冊的普通認購權證，購買數量最多爲該購買者的 股份和預付認購權證股份總和的100%，行使價格爲1.4494美元，受其中調整的限制；

(vi) 每位根據第2.1節購買預融資warrants的購買者，均可獲得一份以該購買者名義登記的預融資warrant，用於購買 最多相當於該購買者的認購額度與每個ADS購買價格減去$0.001的部分相等的ADS，行使價格爲$0.001，且可根據其中的條款進行調整。

(vii) 在本協議簽署之日，已正式執行並交付的首席財務官證明，其形式和內容在所有重大方面均令配售代理合理滿意；

(viii)已經妥善執行和交付的《官員證書》，以合理滿意地形式提交給安排代理商和其法律顧問；

(ix) 一份公司在最近日期的良好信譽證明；

(x) 公司核數師向承銷商出具的安撫函，其形式和內容應在所有重要方面令承銷商合理滿意；

(xi) 在此日期，已執行的鎖定期協議；和

(xii) 該 招募說明書和招募說明書補充（可以根據證券法第172條交付）。

在收盤之前或當天購買方必須完成以下交付:(b)條款;

購買方需簽署本協議後才能交付(i)條款;

(ii) 該購買者的訂閱金額，應當可用於與公司或其指定人進行「交付對付款」結算。

2.3 閉幕條件.

（a）公司在交割方面的義務如下列條件得到滿足：

(i) 在製做時和交割日期時，在此處包含的買方的陳述和保證的所有重要方面的準確性（或者，在陳述或保證受到重要性限制時，在所有方面）應當無誤（除了在其中規定的特定日期，則它們應在該日期時在所有重要方面準確（或者，在陳述或保證受到重要性限制時，在所有方面））；

在收盤當天，購買方必須執行應履行的所有義務、契約和協議(iii)條款;

（iii）每個購買人交付本協議2.2(b)條款中列示的項目。

（b）購買人在交割方面的各自義務如下列條件得到滿足：

(i) 公司在此處所包含之公司陳述和擔保的準確性在所有重大方面（或, 在特定日期內有關資格或實質性不利影響的重要性 或實質性不利影響 的資格辭退時，在所有方面）當作出及收盤日期時（除非在其中的特定日期內，在此情況下，它們應在所有重大方面準確，或在於特定日期之日質性不利影響或物質性不利影響的重要性範圍內，在所有方面一致）;

公司有義務在收盤當天或之前，執行所有應履行的義務、契約和協議(iii)條款;

公司必須在2.2(a)條款中列出並提交相關文件(i)條款;

(iv) 公司不存在任何重大不利影響；

(六) 自本協議簽署之日起至交割日，證券及/或普通股的交易應未被委員會或公司的主要交易市場暫停，且在交割日之前的任何時間，由Bloomberg L.P.報告的證券交易不應被暫停或受限，或者對通過該服務報告的證券或任何交易市場的交易未設定最低價格，亦不應被宣佈由美國或紐約州當局實施銀行停業令，亦不應發生任何會導致金融市場在該購買者明智判斷下不可行或不宜購買證券的重大敵對事件或升級的主要武裝衝突或其他國內或國際災難，或發生在任何金融市場上的任何重大逆境變化。

第三條。
陳述和保證。

3.1 本公司代表和保證，同意向每個經理陳述和保證:。除了披露清單中的內容（披露清單應視爲本協議的一部分，並且應限制任何此處所作的陳述，以披露清單中對應部分包含的披露爲準），公司特此向每位購買方作出以下陳述和保證：

(a) 子公司所有直接和間接子公司均列在上面。 附表3.1(a)公司直接或間接擁有每個子公司的所有股本或其他股權，清除任何留置權，每個子公司已發行的股份爲有效發行，並已完全支付，不可評估，並且沒有優先購買權或類似權利，除非在註冊聲明中披露。如果公司沒有子公司，則應忽略交易文件中對子公司或其任何子公司的所有其他參考。

(b) 組織和資格。公司和全部子公司均爲各自注冊或組建的實體，在註冊或組建所在司法管轄區內合法存在並處於良好狀態，具有擁有和使用其財產和資產的必要權限和權力，並像目前這樣開展業務。除非該公司或任何子公司違反或違約其證明書或章程、組織文件或憲章文件的任何規定，否則總公司和各分支機構均不違反或違約。公司和各子公司均已符合法律法規的規定並獲得資格，並處於需要獲得這種資格的每個司法管轄區內均處於良好狀態。除非不符合上述資格或處於良好狀態的情況，否則不會對其業務或財務或其整體狀況構成重大不利影響，並且沒有在任何這方面的司法管轄區中提起訴訟，撤銷、限制或削減或尋求撤銷、限制或削減該等權限和權力或資格，本協議將之爲「重大不利影響」，其定義爲（i）對任何交易文件或其所涉及的交易的合法性、有效性或可執行性造成重大不利影響，（ii）對公司和全部子公司的經營業績、資產、業務、前景或狀況（財務或其他方面）整體造成重大不利影響，或（iii）對公司在任何實質方面及時履行其在任何交易文件下的義務的能力造成重大不利影響。. 公司及其每個子公司均爲在其註冊或組織的法域內合法成立或以其他方式組織的實體，合法存在並在法律上良好，擁有必要的權力和權威，能夠擁有和使用其資產並開展當前的業務。公司及任何子公司均不違反或違約其各自的章程或組織章程、內部規章或其他組織或憲章文件的任何規定。每個公司及其子公司均已合法資格開展業務，並在其所處的每個法域內作爲外國公司或其他實體良好存在，條件是法律概念下的良好存在適用，以便於開展的業務性質或其擁有的資產使得此類資格成爲必要，除了在未獲資格或良好存在的情況下，可能不會或合理預計會導致：（i）對任何交易文件的合法性、有效性或可執行性產生重大不利影響，（ii）對公司及其子公司的經營結果、資產、業務、前景或狀況（財務或其他）整體產生重大不利影響，或（iii）對公司在任何重要方面按時履行其在任何交易文件下的義務的能力產生重大不利影響（（i）、（ii）或（iii）中的任何一項，“重大不利影響”和任何針對此類司法管轄區正在採取的程序中撤銷、限制或削減或試圖撤銷、限制或削減這種權力和權限或資格的程序。

(c) 公司擁有必要的公司權力和授權，以進行本協議所涉及的交易，並完成其在本協議和其他交易文書中的義務。公司簽署並交付本協議和其他交易文件，並在依照本協議和其他交易文件條款交付時，將構成公司應在本協議和其他交易文件中所承擔的有效約束義務，不違反公正原則和適用於一般債權人權利執行的破產、破產重組、暫停和其他普遍適用的法律限制或任何與特定履行能力、禁制令或其他平衡衡平的限制相沖突的限制，而受到公司權力和控制限制的人士或會員已從事其他任何行動。在公司的股東和董事會或需要的審批沒有提供其他合理的意見之前，公司的本協議和其他所有交易文件均已獲得充分授權。公司具備必要的法人權力和授權，以進入並完成本協議及其他交易文件所規定的交易，並履行其在本協議和其他協議中的義務。公司依據董事會及股東的必要授權，已經就本協議及其他交易文件的簽署和交割採取一切必要行動，並且在此及以後與此相關的交易中，並不需要公司、董事會或公司股東採取其他行動，而唯一需要採取行動的是根據必要批准所需的情況。公司已經（或將在交付時）妥切地簽署了本協議及其他交易文件，且在按照其條款交付後，將構成公司根據其條款可對公司執行的有效和具有約束力的義務，但（i）受普遍公平原則和適用於法院強制執行債權人權益的破產、支付困難、重組、暫停及其他一般適用於債權人權益強制執行的法律的限制，（ii）受涉及特定履行，禁令救濟或其他衡平救濟的法律的限制，和（iii）就賠償和貢獻條款受適用法律限制而言。

(d) No Conflicts公司執行、簽署並履行本協議及其他相關交易文件，發行和銷售證券，並依據本協議和其他相關交易文件進行交易不會 (i) 與公司或任何子公司的註冊證明書、章程或其他組織或章程文件的任何條款相沖突或違反， (ii) 與公司或任何子公司的任何財產或資產形成抵押或其它限制權益，或賦予他人任何終止、修正、反稀釋或類似調整、加速或取消協議、信貸設施、債務或其他工具（證明公司或子公司債務或其他）或公司或任何子公司是一方或一個任何財產或資產受到約束或影響的諒解，或 (iii) 會與要求獲得的批准相牴觸或違反任何法律、法規、命令、判決、禁制令、裁定或任何法院或政府機關的其他限制（包括聯邦和州證券法規）或公司或子公司受約束或影響的任何財產或資產; 但是，在(ii)和(iii)各自的情況下，這些情況不會造成或合理預期會造成重大不利影響。

(e) 備案、同意和批准公司在履行交易文件時，無需獲得任何法院、聯邦、州、地方或其他政府機構或其他人的同意、放棄、授權或訂單，也無需向其發出任何通知或進行任何文件或登記，除非：（i）根據本協議第4.4節的要求進行的申報，（ii）向委員會提交招股說明書補充材料，（iii）申請在每個適用的交易市場上列出美國存托股（ADS）和/或普通股以按照要求的時間和方式進行交易，（iv）境外上市試點措施的申報要求和（v）向委員會提交D表格以及根據適用州證券法要求的其他必須進行的申報（合稱“"})必要的批准”).

(f) 發行 證券的；註冊。證券已獲得正式授權，並在發行和付款時按照適用的規定進行 交易文件將按時有效發放，已全額付清且不可估稅，不含公司規定的所有留置權。 公司已從其正式授權的股本中預留了根據本規定可發行的最大ADS和普通股數量 協議和認股權證。公司已根據證券的要求準備並提交了註冊聲明 該法案於 2022 年 9 月 8 日生效（”生效日期”），包括招股說明書和此類修正案 以及截至本協定簽訂之日可能需要的補充條款。公司和存託人已準備並提交 向委員會提交一份與證券登記表格 F-6（文件編號 333-227941）上的 ADS 相關的註冊聲明 法案（”ADS 註冊聲明”）於 2018 年 11 月 19 日生效。每份註冊聲明 而且ADS註冊聲明根據《證券法》有效，不得下令阻止或暫停該聲明的生效 註冊聲明或ADS註冊聲明或暫停或阻止使用招股說明書或招股說明書補充文件 已由委員會發布，尚未爲此提起任何訴訟，據公司所知，也沒有受到威脅 由委員會撰寫。如果委員會規章制度要求，公司應將招股說明書補充文件提交給 委員會根據第 424 (b) 條。當時《註冊聲明》和《ADS註冊聲明》及其任何修正案 註冊聲明和ADS註冊聲明在本協議簽訂之日和截止日期生效 及其任何修正案在所有重大方面都符合並將符合《證券法》的要求，但事實並非如此 不會包含任何不真實的重大事實陳述，也不會遺漏陳述其中要求陳述或必要的任何重大事實 使其中的陳述不具誤導性；以及招股說明書及其任何修正案或補充（在招股說明書發佈時） 或其任何修正案或補充文件已發佈並在截止日期符合並在所有重大方面都將符合 《證券法》的要求，過去和將來都不會包含對重大事實的不真實陳述或遺漏陳述重要內容 從發表聲明的情況來看，這是在其中作出陳述所必需的事實，而不是誤導性的。 在提交註冊聲明時，該公司有資格使用F-3表格。公司有資格使用表格 F-3 根據《證券法》，它符合有關證券總市值的交易要求 根據本次發行並在本次發行前的十二 (12) 個月內出售，如一般指示 I.b.5 所述 表格 F-3。

(g) 資本構成公司於本文所記日期的資本化情況詳見 附表3.1（g）贏得了CVPR自動大獎的附表3.1（g） 應包括截至本日期公司關聯方實際擁有和登記的普通股和ADS的數量。 自最近提交的定期報告或根據交易所法案提交的6-k表格以來，公司沒有發行任何資本股票，除非是根據公司的員工股票期權計劃行使員工股票期權、根據公司的員工股票購買計劃向員工發行普通股或ADS，以及根據截至最近提交的定期報告下的普通股等值權的轉換和/或行使。沒有任何人擁有優先購買權、優先權、參與權或任何類似權利來參與交易文件所設想的交易。除了由於證券的購買和銷售以及如所述， 附表3.1（g）目前沒有未決期權、warrants、認購權、購買權或任何性質的承諾涉及或與任何可轉換爲或可行使、可交換或授予任何人認購或獲取任何ADS或普通股或任何子公司的資本股票的證券、權利或義務相關的契約、承諾、理解或安排。證券的發行和銷售不會使公司或任何子公司有義務向任何人（除購買者外）發行ADS或普通股或其他證券。沒有公司或任何子公司的任何未決證券或工具具有在公司或任何子公司發行證券時調整該證券或工具的行使、轉換、交換或重設價格的條款。沒有公司或任何子公司的未決證券或工具包含任何贖回或類似條款，且公司或任何子公司沒有受限於贖回公司或該子公司的證券的契約、承諾、理解或安排。公司沒有任何股票增值權或「虛擬股票」計劃或協議或任何類似計劃或協議。公司的所有未決資本股票均已獲得適當授權，合法發行，全部已付清且不可評估，已遵守所有聯邦和州證券法，且沒有任何未決股份的發行違反任何優先權或類似的證券認購或購買權。證券的發行和銷售不需要任何股東、董事會或其他人的進一步批准或授權。公司沒有與其資本股票相關的股東協議、投票協議或其他類似協議，亦無任何了解或可知的在公司股東之間的協議。

(h) 基本報表 財務報表公司已按照證券法和交易所法規要求提交了所有必須提交的報告、時間表、表格、報表和其他文件，包括根據13(a)或15(d)條款提交的報告在內，涵蓋了本次之前的兩年（或者如果公司按照法律或法規需要提交這些材料的期限更短，則包括這些材料）（前述材料以及其附件和參考文件，連同招股書和招股說明書，統稱爲「文件」），並且在規定時間內提交了有效的延期申請並提交了任何這樣的SEC文件。截至各自的日期，SEC文件在適用的證券法和交易所法規的要求方面基本符合要求，當其被提交時未包含任何虛假陳述或忽略其中的任何重要信息，以使其中的陳述，根據其發表時的情況，在客觀情況下不會引人誤解。 公司從未成爲證券法規144（i）所規定的發行人。 公司在SEC文件中包含的財務報表在適用的會計要求和委員會的規定等方面基本符合要求，並且已按照相關期間內有效的美國普通會計原則進行編制（「基本報表」），除非這些財務報表或註釋的內容另有規定，或非審計財務報表可能不包含所有GAAP要求的腳註，並在所有重要方面公正地呈現了公司及其合併子公司的財務狀況和各自日期的經營業績和現金流量，對於未經審計的報表，在年底審核調整方面受到限制。SEC報告及時提供或已獲得有效延期提交的SEC報告，並在任何延期期滿前提交了任何此類SEC報告。截至各自的日期，SEC報告在所有重大方面符合證券法和交易法的要求，並且在提交時，沒有任何SEC報告包含任何不實之處或遺漏在其中應聲明的重要事實或基於其製作背景下必要的內容，而使其中的聲明不會誤導。公司從未成爲受證券法規則144(i)規定適用的發行人。公司在SEC報告中包含的財務報表在各個重大方面符合適用的會計要求以及在提交時生效的委員會的規則和法規。此類財務報表是根據涉及期間內始終一致適用的美國通用會計原則編制的。GAAP公司在SEC報告中包含的財務報表在實質性方面符合適用的會計要求和委員會的規則和法規，並且該等報表是根據與期間相關的美國普遍公認會計原則一貫性地編制的。這些財務報表除非在其上有特別說明或註釋，或者未經審計的財務報表不包括GAAP所要求的所有附註，否則在實質性方面真實準確地反映了公司及其合併子公司在各自日期的財務狀況以及有關期間的經營業績和現金流量，但是未經審計的財務報表可能會受到年度末的一般、不重大審計調整的影響

(i) Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

(j) Litigation. Except as set forth on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”). None of the Actions set forth on Schedule 3.1(j), (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

(k) Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l) Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

(m) Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(n) Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

(o) Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

(p) Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(q) Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(r) Transactions With Affiliates and Employees. Except as set forth on Schedule 3.1(r), none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

(s) Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

(t) Certain Fees. Except for fees payable by the Company to the Placement Agent, no brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(u) Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

(v) Registration Rights. Other than the Purchasers, no Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

(w) Listing and Maintenance Requirements. The ADSs are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the ADSs under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the ADSs and/or Ordinary Shares are or have been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The ADSs are currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

(x) Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

(y) Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

(z) No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of the Common Warrants or Common Warrant Shares under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

(aa) Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(aa) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(bb) Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

(cc) Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.

(dd) Accountants. The Company’s accounting firm is set forth on Schedule 3.1(dd) of the Disclosure Schedules. To the knowledge and belief of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending December 31, 2024.

(ee) Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

(ff) Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.12 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the ADSs or Ordinary Shares, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted.  The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

(gg) Regulation M Compliance.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement of the Securities.

(hh) Foreign Private Issuer. The Company is a “foreign private issuer” as defined in Rule 405 promulgated under the Securities Act.

(ii) Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the ADSs or Ordinary Shares on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

(jj) Cybersecurity.  (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.

(kk) Compliance with Data Privacy Laws. (i) The Company and the Subsidiaries are, and at all times during the last three (3) years were, in compliance with all applicable state, federal and foreign data privacy and security laws and regulations, including, without limitation, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”); (ii) the Company and the Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis of Personal Data (as defined below) (the “Policies”); (iii) the Company provides accurate notice of its applicable Policies to its customers, employees, third party vendors and representatives as required by the Privacy Laws; and (iv) applicable Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter, and do not contain any material omissions of the Company’s then-current privacy practices, as required by Privacy Laws. “Personal Data” means (i) a natural person’s name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any identifiable data related to an identified person’s health or sexual orientation. (i) None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, or deceptive in violation of any Privacy Laws and (ii) the execution, delivery and performance of the Transaction Documents will not result in a breach of any Privacy Laws or Policies.  Neither the Company nor the Subsidiaries (i) to the knowledge of the Company, has received written notice of any actual or potential liability of the Company or the Subsidiaries under, or actual or potential violation by the Company or the Subsidiaries of, any of the Privacy Laws; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any regulatory request or demand pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement by or with any court or arbitrator or governmental or regulatory authority that imposed any obligation or liability under any Privacy Law.

(ll) Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

(mm) U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

(nn) Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(oo) Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

(pp) Jurisdiction. The Company has the power to submit, and has legally, validly, effectively and irrevocably submitted, to the jurisdiction of any federal or state court in the State of New York, County of New York, and has the power to designate, appoint and empower, and has legally, validly and effectively designated, appointed and empowered, an agent for service of process in any suit or proceeding based on or arising under this Agreement in any federal or state court in the State of New York.

(qq) Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchasers as contemplated hereby.

(rr) No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Common Warrant or Common Warrant Shares by any form of general solicitation or general advertising. The Company has offered the Common Warrants and Common Warrant Shares for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

(ss) No Disqualification Events. With respect to the Common Warrant and Common Warrant Shares to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.

(tt) Other Covered Persons. Other than the Placement Agent, the Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.

(uu) Notice of Disqualification Events. The Company will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any Issuer Covered Person, in each case of which it is aware.

3.2 Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

(a) Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that the Common Warrants and the Common Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring such Securities as principal for his, her or its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell such Securities pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws).

(c) Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Common Warrants, it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Securities Act.

(d) Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(e) Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.  Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired.  Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it.  In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

(f) Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

(g) General Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.

The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES

Removal of Legends.

(a) The Common Warrants and Common Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Common Warrants or Common Warrant Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Common Warrant under the Securities Act.

(b) The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Common Warrants or Common Warrant Shares in the following form:

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Common Warrants or Common Warrant Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Common Warrants or Common Warrant Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Common Warrants and Common Warrant Shares may reasonably request in connection with a pledge or transfer of the Common Warrants or Common Warrant Shares.

(c) Certificates evidencing the Common Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Common Warrant Shares pursuant to Rule 144 (assuming cashless exercise of the Common Warrants), or (iii) if such Common Warrant Shares are eligible for sale under Rule 144 (assuming cashless exercise of the Common Warrants), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent or the Purchaser promptly if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively. If all or any portion of a Common Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Common Warrant Shares, or if such Common Warrant Shares may be sold under Rule 144 (assuming cashless exercise of the Common Warrants) or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Common Warrant Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(c), the Company will, no later than the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Common Warrant Shares, as applicable, issued with a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. Common Warrant Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the ADSs as in effect on the date of delivery of a certificate representing Common Warrant Shares issued with a restrictive legend.

(d) In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, (i) as partial liquidated damages and not as a penalty, for each $1,000 of Common Warrant Shares (based on the VWAP of the ADSs on the date such Securities are submitted to the Depositary) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day (increasing to $20 per Trading Day three (3) Trading Days after the Legend Removal Date) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to a Purchaser by the Legend Removal Date a certificate representing the Securities so delivered to the Company by such Purchaser that is free from all restrictive and other legends and (b) if after the Legend Removal Date such Purchaser purchases (in an open market transaction or otherwise) ADSs or Ordinary Shares to deliver in satisfaction of a sale by such Purchaser of all or any portion of the number of ADSs or Ordinary Shares, or a sale of a number of ADSs or Ordinary Shares equal to all or any portion of the number of ADSs or Ordinary Shares, that such Purchaser anticipated receiving from the Company without any restrictive legend, then an amount equal to the excess of such Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the ADSs or Ordinary Shares so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”) over the product of (A) such number of Common Warrant Shares that the Company was required to deliver to such Purchaser by the Legend Removal Date multiplied by (B) the lowest closing sale price of the ADSs on any Trading Day during the period commencing on the date of the delivery by such Purchaser to the Company of the applicable Common Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this Section 4.1(d).

(e) The Shares and Prefunded Warrants shall be issued free of legends. If all or any portion of a Prefunded Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Prefunded Warrant Shares or if the Prefunded Warrant is exercised via cashless exercise, the Prefunded Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Prefunded Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Prefunded Warrant Shares, the Company shall immediately notify the holders of the Prefunded Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Prefunded Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Prefunded Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Prefunded Warrant Shares effective during the term of the Prefunded Warrants.

4.2 Furnishing of Information.

(a) Until the earlier of time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

(b) At any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all of the Common Warrant Shares (assuming cashless exercise) may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company (i) shall fail for any reason to satisfy the current public information requirement under Rule 144(c) or (ii) has ever been an issuer described in Rule 144(i)(1)(i) or becomes an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Common Warrant Shares, an amount in cash equal to two percent (2.0%) of the aggregate Exercise Price of such Purchaser’s Common Warrants on the day of a Public Information Failure and on every thirtieth (30^th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required  for the Purchasers to transfer the Common Warrant Shares pursuant to Rule 144.  The payments to which a Purchaser shall be entitled pursuant to this Section 4.2(b) are referred to herein as “Public Information Failure Payments.”  Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3^rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured.  In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

4.3 Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Common Warrants or Common Warrant Shares or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

4.4 Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Report on Form 6-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees, Affiliates or agents, including without limitation, the Placement Agent, on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Purchaser regarding such disclosure.

4.5 Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

4.6 Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant to a Report on Form 6-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

4.7 Use of Proceeds. Except as set forth in the Prospectus Supplement, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any ADSs, Ordinary Shares or Ordinary Share Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.

4.8 Indemnification of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and, the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties or covenants made by a Purchaser Party in this Agreement or the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

4.9 Listing of Shares and ADSs. The Company hereby agrees to use best efforts to maintain the listing or quotation of the ADSs and Ordinary Shares, as applicable, on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares, ADSs, Warrant ADSs and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares, ADSs, Warrant ADSs and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the ADSs and/or Ordinary Shares traded on any other Trading Market, it will then include in such application all of the Shares, ADSs, Warrant ADSs and Warrant Shares, and will take such other action as is necessary to cause all of the Shares, ADSs, Warrant ADSs and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of ADSs and Ordinary Shares on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the ADSs for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

4.10 Subsequent Equity Sales.

(a) From the date hereof until sixty (60) days following the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any ADSs, Ordinary Shares or Ordinary Share Equivalents or (ii) file any registration statement or amendment or supplement thereto, other than the Prospectus Supplement, a registration statement on Form S-8 in connection with any employee benefit plan, or as contemplated pursuant to Section 4.18 herein.

(b) From the date hereof until sixty (60) days following the Closing Date, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of ADSs, Ordinary Shares or Ordinary Share Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional ADSs and/or Ordinary Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the ADSs and/or Ordinary Shares at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the ADSs and/or Ordinary Shares or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”, whereby the Company may issue securities at a future determined price whereby the Company may issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement is subsequently canceled. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

(c) Notwithstanding the foregoing, this Section 4.10 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.

4.11 Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is also offered to all of the parties to such Transaction Document. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

4.12 Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4.  Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules (other than as disclosed to its legal and other representatives).  Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agent, including without limitation, the Placement Agent, after the issuance of the initial press release as described in Section 4.4.  Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

4.13 Capital Changes. Until the one year anniversary of the Closing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the ADSs or Ordinary Shares without the prior written consent of the Purchasers holding a majority in interest of the Shares and Prefunded Warrants, provided that no consent shall be required in the event that the Company, in the good faith determination of the Board of Directors after consultation with counsel, undertakes any of the aforementioned capital changes for purposes of maintaining the listing of the Ordinary Shares and the ADSs on the Trading Market.

4.14 Lock-Up Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If any party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek specific performance of the terms of such Lock-Up Agreement.

4.15 Reservation of Ordinary Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of ADSs and Ordinary Shares for the purpose of enabling the Company to issue ADSs pursuant to this Agreement and the Warrants.

4.16 Exercise Procedures. The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

4.17 Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Common Warrant and Common Warrant Shares as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Common Warrant and Common Warrant Shares for, sale to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

4.18 Resale Registration Statement. As soon as practicable (and in any event within 60 calendar days of the date of this Agreement), the Company shall file a registration statement on Form F-1 providing for the resale by the Purchasers of the Common Warrant Shares issued and issuable upon exercise of the Common Warrants.  The Company shall use commercially reasonable efforts to cause such registration statement to become effective within 90 calendar days following the Closing Date (or 120 calendar days following the Closing Date if the Commission issues a “full review”) and to keep such registration statement effective at all times until no Purchaser owns any Common Warrants or Common Warrant Shares issuable upon exercise thereof.

ARTICLE V.
MISCELLANEOUS

5.1 Termination.  This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5^th) Trading Day following the date hereof; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2 Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Depositary fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers and shall reimburse the Purchasers for any fees charged to the Purchasers by the Depositary in connection with the issuance or holding or sale of the ADSs and/or Ordinary Shares.

5.3 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2^nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

5.5 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Shares and Prefunded Warrants based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or multiple Purchasers), the consent of such disproportionately impacted Purchaser (or at least 50.1% in interest of such multiple Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.

5.6 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8 No Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations, warranties, and covenants of the Company in this Agreement and the representations, warranties, and covenants of the Purchasers in this Agreement. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.

5.9 Governing Law; Venue; Agent for Process. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding. In addition to and without limiting the foregoing, the Company has appointed Cogency Global Inc., as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon the Transaction Documents or the transactions contemplated herein which may be instituted in any New York Court, and expressly accept the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify you of such appointment. This paragraph shall survive any termination of this Agreement, in whole or in part. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment.

5.10 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.11 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.

5.12 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an exercise of a Warrant, the applicable Purchaser shall be required to return any ADSs or Ordinary Shares subject to any such rescinded exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).

5.14 Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would be adequate.

5.16 Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

5.17 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company through EGS. EGS does not represent any of the Purchasers and only represents the Placement Agent. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

5.18 Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

5.19 Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

5.20 Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices, ADSs or Ordinary Shares in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the ADSs or Ordinary Shares that occur after the date of this Agreement.

5.21 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[PURCHASER SIGNATURE PAGES TO TC SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: ________________________________________________________

Signature of Authorized Signatory of Purchaser: _________________________________

Name of Authorized Signatory: _______________________________________________

Title of Authorized Signatory: ________________________________________________

Email Address of Authorized Signatory:_________________________________________

Address for Notice to Purchaser: 

Address for Delivery of Warrants to Purchaser (if not same as address for notice):

Subscription Amount: $_________________

Shares: _________________

Prefunded Warrant Shares: __________________ Beneficial Ownership Blocker o 4.99% or o 9.99%

Common Warrant Shares: __________________ Beneficial Ownership Blocker o 4.99% or o 9.99%

EIN Number: ____________________

o Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the first (1st) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.

[SIGNATURE PAGES CONTINUE]

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