both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or # both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, # at the option of the Holder, either # the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or # the Bid Price of the Ordinary Shares on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or # the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

A Notice of Exercise pursuant to this Section 2(d) shall include, as an exhibit, one of the following, as applicable: # the VWAP on the Trading Day immediately preceding the date of such Notice of Exercise; # the VWAP on the date of such Notice of Exercise; or # the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise.

A Notice of Exercise pursuant to this Section 2(c) shall include, as an exhibit, one of the following, as applicable: # the VWAP on the Trading Day immediately preceding the date of such Notice of Exercise; # the VWAP on the date of such Notice of Exercise; or # the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise.