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(1) |
There
are being registered hereunder such indeterminate number of the securities of each identified class being registered as may be sold
by the Registrant from time to time at indeterminate prices, with the maximum aggregate offering price not to exceed $180,000,000.
If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such
greater principal amount as shall result in an aggregate offering price not to exceed $180,000,000, less the aggregate dollar amount
of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other
securities registered hereunder. The proposed maximum initial offering price per unit will be determined, from time to time, by the
Registrant in connection with the issuance by the Registrant of the securities registered hereunder. The securities registered also
include such indeterminate number of ordinary shares and the amount of debt securities as may be issued upon conversion of or exchange
for debt securities that provide for conversion or exchange, upon exercise of warrants or rights or pursuant to the anti-dilution
provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities
Act”), the ordinary shares being registered hereunder include such indeterminate number of ordinary shares as may be issuable
with respect to the ordinary shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. |