Common use of Reference Price Clause in Contracts

Reference Price. (i) Notwithstanding the definition of the “Reference Price”, upon the occurrence of a Registration Unavailability Event on any VWAP Trading Day during any Reference Period, the Reference Price (the “Adjusted Reference Price”) for such Reference Period in respect of a Subscriber will be a weighted average amount calculated by the Calculation Agent as follows: ARP = (A + B) / C, where: ARP– Adjusted Reference Price (x) the arithmetic average of the Daily VWAPs for the full VWAP Trading Days, if any, within the applicable Reference Period, starting from the first VWAP Trading Day thereof, that preceded the first (if applicable) Registration Unavailability Event within the Reference Period (excluding the VWAP Trading Day on which the Registration Unavailability Event has occurred) multiplied by (y) the number of such full VWAP Trading Days, if any; B– (x) if upon the occurrence of a Registration Unavailability Event such Subscriber has requested the Private Placement Procedure pursuant to Section 7(e), the net aggregate proceeds actually received on or prior to 5 p.m. US Eastern Time on the Business Day immediately following the final VWAP Trading Day of each Reference Period (after any brokerage, underwriting, legal or other fees related to the Private Placement that are not reimbursed by Issuer) by such Subscriber divided by the number of Issuer Ordinary Shares offered by such Subscriber pursuant to the Private Placement Procedure or (y) if upon the occurrence of a Registration Unavailability Event and until the end of the applicable Reference Period such Subscriber has not requested the Private Placement Procedure pursuant to Section 7(e), starting from (and including) the VWAP Trading Day on which such Registration Unavailability Event has occurred, the arithmetic average of the Daily VWAPs for the full VWAP Trading Days remaining in the applicable Reference Period, in each case (x) and (y), multiplied by (z) such number of the full VWAP Trading Days remaining in the applicable Reference Period; and

Reference Price. (i) Notwithstanding the definition of the “Reference Price”, upon the occurrence of a Registration Unavailability Event on any VWAP Trading Day during any Reference Period, the Reference Price (the “Adjusted Reference Price”) for such Reference Period in respect of a Subscriber will be a weighted average amount calculated by the Calculation Agent as follows: ARP = (A + B) / C, where: ARPARP – Adjusted Reference Price (x) the arithmetic average of the Daily VWAPs for the full VWAP Trading Days, if any, within the applicable Reference Period, starting from the first VWAP Trading Day thereof, that preceded the first (if applicable) Registration Unavailability Event within the Reference Period (excluding the VWAP Trading Day on which the Registration Unavailability Event has occurred) multiplied by (y) the number of such full VWAP Trading Days, if any; BB – (x) if upon the occurrence of a Registration Unavailability Event such Subscriber has requested the Private Placement Procedure pursuant to Section 7(e), the net aggregate proceeds actually received on or prior to 5 p.m. US Eastern Time on the Business Day immediately following the final VWAP Trading Day of each Reference Period (after any brokerage, underwriting, legal or other fees related to the Private Placement that are not reimbursed by Issuer) by such Subscriber divided by the number of Issuer Ordinary Shares offered by such Subscriber pursuant to the Private Placement Procedure or (y) if upon the occurrence of a Registration Unavailability Event and until the end of the applicable Reference Period such Subscriber has not requested the Private Placement Procedure pursuant to Section 7(e), starting from (and including) the VWAP Trading Day on which such Registration Unavailability Event has occurred, the arithmetic average of the Daily VWAPs for the full VWAP Trading Days remaining in the applicable Reference Period, in each case (x) and (y), multiplied by (z) such number of the full VWAP Trading Days remaining in the applicable Reference Period; and