| 5. |
Replacement and Amendment to Definition of Company Common Stock.
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| a. |
All instances of “Company Common Stock” in the Purchase Agreement is hereby deleted and replaced with “Company Ordinary Shares.”
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| b. |
The definition of “Company Ordinary Shares” is hereby deleted and restated in its entirety as follows:
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| 6. |
Amendment to Section 3.5(a). Section 3.5(a) of the Purchase Agreement is
hereby deleted and restated in its entirety as follows:
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| 7. |
Ratification; Conflict. Except as modified hereby, the terms and provisions
of the Purchase Agreement are deemed ratified and in full force and effect and remain as is. The foregoing provisions supplement and amend the Purchase Agreement and in the event of any inconsistency or conflict between the terms and
conditions of the Purchase Agreement and this Amendment, the terms of this Amendment shall control. All future references to the “Agreement” shall be deemed to refer to the Purchase Agreement as amended by this Amendment. In the event of a
conflict between the terms of the Purchase Agreement and the terms of this Amendment, then the terms of this Amendment shall control.
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| 8. |
Binding Effect. This Amendment shall bind and inure to the benefit of not
only the parties hereto, but also their successors and assigns.
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| 9. |
Counterparts. This Amendment may be executed in two or more counterparts, a
complete set of which shall be deemed an original, constituting one and the same instrument. The parties hereto agree that they will execute such other and further instruments and documents that may be necessary to effectuate this
Amendment. In the event that any signature is delivered by facsimile transmission, by e-mail delivery of a “.pdf” format file or other similar format file, or thru an electronic signature platform (such as Docusign), such signature shall be
deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile, “.pdf”, or other electronic signature page was an original thereof.
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| 10. |
Governing Law. This Amendment shall be governed by the laws of the State of
Delaware.
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