Common use of Underlying Clause in Contracts

Underlying. (a) The Board of Directors shall convene a general meeting of shareholders to be held on March 21, 2018 (the “Shareholders’ General Meeting”) and seek approval from the Shareholders’ General Meeting to amend article 3c (Conditional Share Capital) of the Articles of Association in the form as set forth in Annex 2.4(a) (the “Conditional Share Capital”). (b) The Warrant Shares to be issued upon the exercise of Warrants pursuant to Clause 2.9 shall be issued from the Conditional Share Capital (article 3c B) (as amended) of the Articles of Association). On the Issue Date, the Board of Directors shall (i) resolve that all shares issuable pursuant to article 3c B) (as amended) of the Articles of Association) shall be reserved for the Warrants and the warrants of the Other Investors and (ii) deliver a copy of such resolution to the Investors. (c) The Company agrees to take all steps necessary within its power to ensure that the Warrants are at all times during the Warrant Exercise Period fully covered by the Conditional Share Capital. If at any time during the Warrant Exercise Period the Company has insufficient Conditional Share Capital for the Warrant Holders to exercise all of their outstanding Warrants and the Company at such time is not able to compensate such shortfall with treasury shares designated by a resolution of the Board of Directors as underlying for the Warrants (the “Conditional Share Capital Shortfall”), the Warrant Exercise Price of the Warrants shall be automatically and permanently reduced to the nominal value of the Warrant Shares (i.e. CHF 1.00 per Warrant Share). (d) In the event of a Conditional Share Capital Shortfall, the Company shall promptly convene a general meeting of shareholders to increase the Conditional Share Capital to such amount which is sufficient to cover all of the outstanding Warrants.