Common use of Understandings or Arrangements Clause in Contracts

Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Resale Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that (i) on October 19, 2016, the Company has applied for withdrawal of the Company’s Registration Statement on Form S-1 (File No. 333-212610) initially filed with the Commission on July 20, 2016 (which registration statement has not been declared effective by the Commission), (ii) the offering of Securities to the Purchasers hereunder is not registered under the Securities Act and the Purchasers of Securities hereunder do not have the protection of Section 11 of the Securities Act, (iii) the Convertible Notes, Warrants and Underlying Shares have not been registered under the Securities Act or any applicable state securities law and are and will be “restricted securities” (as that term is defined in Rule 144(a)(3) under the Securities Act) and may not be resold unless they are registered under the Securities Act or an exemption from registration is available and (iv) such Purchaser is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling the Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of the Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Resale Registration Statement or otherwise in compliance with applicable federal and state securities laws). The Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Resale Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that (i) on October 19, 2016, the Company has applied for withdrawal of the Company’s Registration Statement on Form S-1 (File No. 333-212610) initially filed with the Commission on July 20, 2016 (which registration statement has not been declared effective by the Commission), (ii) the offering of Securities to the Purchasers hereunder is not registered under the Securities Act Series E Common Share Purchase Warrants and the Purchasers of Securities hereunder do not have the protection of Section 11 of the Securities Act, (iii) the Convertible Notes, Warrants Series E Warrant Shares are “restricted securities” and Underlying Shares have not been registered under the Securities Act or any applicable state securities law and are and will be “restricted securities” (as that term is defined in Rule 144(a)(3) under the Securities Act) and may not be resold unless they are registered under the Securities Act or an exemption from registration is available and (iv) such Purchaser is acquiring the Securities such Series E Common Share Purchase Warrants and Series E Warrant Shares as principal for his, her or its own account and not with a view to or for distributing or reselling the Securities such Series E Common Share Purchase Warrants and Series E Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of the Securities such Series E Common Share Purchase Warrants and Series E Warrant Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Securities such Series E Common Share Purchase Warrants and Series E Warrant Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities such Series E Common Share Purchase Warrants and Series E Warrant Shares pursuant to the Resale Registration Statement a registration statement or otherwise in compliance with applicable federal and state securities laws). The Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Resale Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that (i) on October 19, 2016, the Company has applied for withdrawal of the Company’s Registration Statement on Form S-1 (File No. 333-212610) initially filed with the Commission on July 20, 2016 (which registration statement has not been declared effective by the Commission), (ii) the offering of Securities to the Purchasers hereunder is not registered under the Securities Act are “restricted securities” and the Purchasers of Securities hereunder do not have the protection of Section 11 of the Securities Act, (iii) the Convertible Notes, Warrants and Underlying Shares have not been registered under the Securities Act or any applicable state securities law and are and will be “restricted securities” (as that term is defined in Rule 144(a)(3) under the Securities Act) and may not be resold unless they are registered under the Securities Act or an exemption from registration is available and (iv) such Purchaser is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling the such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of the such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Resale Registration Statement a registration statement or otherwise in compliance with applicable federal and state securities laws). The Such Purchaser acknowledges that (i) the Company is acquiring under no legal or contractual obligation to register the Securities hereunder in for sale or resale under the ordinary course Securities Act and (ii) the Placement Agent will be receiving, on the Closing Date, a cash fee of its businessbetween six percent (6%) and seven percent (7%) of the gross proceeds raised by the Company for the placement of the Securities hereunder.

Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Resale Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that (i) on October 19, 2016, the Company has applied for withdrawal of the Company’s Registration Statement on Form S-1 (File No. 333-212610) initially filed with the Commission on July 20, 2016 (which registration statement has not been declared effective by the Commission), (ii) the offering of Securities to the Purchasers hereunder is not registered under the Securities Act and the Purchasers of Securities hereunder do not have the protection of Section 11 of the Securities Act, (iii) the Convertible Notes, Series C Warrants and Underlying Series C Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and are and will be “restricted securities” (as that term is defined in Rule 144(a)(3) under the Securities Act) and may not be resold unless they are registered under the Securities Act or an exemption from registration is available and (iv) such Purchaser is acquiring the Securities Series C Warrants and Series C Warrant Shares as principal for its own account and not with a view to or for distributing or reselling the Securities such Series C Warrants or Series C Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of the Securities such Series C Warrants or Series C Warrant Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Securities such Series C Warrants or Series C Warrant Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities Series C Warrants and Series C Warrant Shares pursuant to the Resale Registration Statement a registration statement or otherwise in compliance with applicable federal and state securities laws). The Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

Understandings or Arrangements. Such Purchaser The Seller is acquiring the Securities Series C Preferred Shares as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Series C Preferred Shares (or the Securities underlying common stock) (this representation and warranty not limiting such PurchaserSeller’s right to sell the Securities pursuant to the Resale Registration Statement or otherwise such securities in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser The Seller understands that the Series C Preferred Shares (i) on October 19, 2016, the Company has applied for withdrawal of the Company’s Registration Statement on Form S-1 (File No. 333-212610) initially filed with the Commission on July 20, 2016 (which registration statement has not been declared effective by the Commission), (ii) the offering of Securities to the Purchasers hereunder is not registered under the Securities Act and the Purchasers of Securities hereunder do not have the protection of Section 11 of the Securities Act, (iiiunderlying common stock) the Convertible Notes, Warrants are “restricted securities” and Underlying Shares have not been registered under the Securities Act or any applicable state securities law and are and will be “restricted securities” (as that term is defined in Rule 144(a)(3) under the Securities Act) and may not be resold unless they are registered under the Securities Act or an exemption from registration is available and (iv) such Purchaser is acquiring the Securities such securities as principal for its his own account and not with a view to or for distributing or reselling the Securities such securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of the Securities such securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Securities Seller in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaserthe Seller’s right to sell the Securities such securities pursuant to the Resale Registration Statement a registration statement or otherwise in compliance with applicable federal and state securities laws). The Purchaser is acquiring Seller agrees to the Securities hereunder imprinting of a legend on the Series C Preferred Shares (and the underling common stock) in substantially the ordinary course of its businessfollowing form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Understandings or Arrangements. Such Purchaser Holder is acquiring the Securities Shares as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Securities such Shares (this representation and warranty not limiting such PurchaserHolder’s right to sell the Securities pursuant to the Resale Registration Statement or otherwise Shares in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser Holder understands that (i) on October 19, 2016, the Company has applied for withdrawal of the Company’s Registration Statement on Form S-1 (File No. 333-212610) initially filed with the Commission on July 20, 2016 (which registration statement has not been declared effective by the Commission), (ii) the offering of Securities to the Purchasers hereunder is not registered under the Securities Act Shares are “restricted securities” and the Purchasers of Securities hereunder do not have the protection of Section 11 of the Securities Act, (iii) the Convertible Notes, Warrants and Underlying Shares have not been registered under the Securities Act or any applicable state securities law and are and will be “restricted securities” (as that term is defined in Rule 144(a)(3) under the Securities Act) and may not be resold unless they are registered under the Securities Act or an exemption from registration is available and (iv) such Purchaser is acquiring the Securities such Shares as principal for his, her or its own account and not with a view to or for distributing or reselling the Securities such Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of the Securities such Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Securities such Holder in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such PurchaserHolder’s right to sell the Securities such Holder pursuant to the Resale Registration Statement a registration statement or otherwise in compliance with applicable federal and state securities laws). The Purchaser is acquiring Holder agrees to the Securities hereunder imprinting of a legend on the Shares in substantially the ordinary course of its businessfollowing form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Resale Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that (i) on October 19, 2016the Common Warrants, the Company has applied for withdrawal of Common Warrant Shares, the Company’s Registration Statement on Form S-1 (File No. 333Milestone Pre-212610) initially filed with the Commission on July 20, 2016 (which registration statement has not been declared effective by the Commission), (ii) the offering of Securities to the Purchasers hereunder is not registered under the Securities Act Funded Warrants and the Purchasers of Securities hereunder do not have the protection of Section 11 of the Securities Act, (iii) the Convertible Notes, Warrants Milestone Pre-Funded Warrant Shares are “restricted securities” and Underlying Shares have not been registered under the Securities Act or any applicable state securities law and are and will be “restricted securities” (as that term is defined in Rule 144(a)(3) under the Securities Act) and may not be resold unless they are registered under the Securities Act or an exemption from registration is available and (iv) such Purchaser is acquiring the Securities such Common Warrants, Common Warrant Shares, Milestone Pre-Funded Warrants and Milestone Pre-Funded Warrant Shares as principal for his, her or its own account and not with a view to or for distributing or reselling the Securities such Common Warrants, Common Warrant Shares, Milestone Pre-Funded Warrants and Milestone Pre-Funded Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Common Warrants, the Securities Common Warrant Shares, Milestone Pre-Funded Warrants and Milestone Pre-Funded Warrant Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the such Securities pursuant to the Resale Registration Statement a registration statement or otherwise in compliance with applicable federal and state securities laws). The Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Resale Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that (i) on October 19the Warrants, 2016, the Company has applied for withdrawal of the Company’s Registration Statement on Form S-1 (File No. 333-212610) initially filed with the Commission on July 20, 2016 (which registration statement has not been declared effective by the Commission), (ii) the offering of Securities to the Purchasers hereunder is not registered under the Securities Act Warrant Shares and the Purchasers of Securities hereunder do not have the protection of Section 11 of the Securities Act, (iii) the Convertible Notes, Warrants Warrant ADSs are “restricted securities” and Underlying Shares have not been registered under the Securities Act or any applicable state securities law and are and will be “restricted securities” (as that term is defined in Rule 144(a)(3) under the Securities Act) and may not be resold unless they are registered under the Securities Act or an exemption from registration is available and (iv) such Purchaser is acquiring the such Securities as principal for his, her or its own account and not with a view to or for distributing or reselling the such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of the such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the such Securities pursuant to the Resale Registration Statement a registration statement or otherwise in compliance with applicable federal and state securities laws). The Purchaser acknowledges that the Warrants shall be exercisable upon the earlier of (x) a time when there is acquiring an effective registration statement to cover the Securities hereunder issuance of the Warrant ADSs, and such Warrant ADSs or Warrant Shares may be issued free of all legends, each as evidenced by an opinion of counsel reasonably satisfactory to the Depositary delivered to the Depositary, or (y) the entry into a Restricted Issuance Agreement, which such Restricted Issuance Agreement shall be in form and substance satisfactory to the ordinary course Depositary. In connection with the issuance to the Purchaser of its businessany restricted Warrant ADSs upon exercise of the Warrants, the Purchaser agrees to promptly deliver, upon request by the Company, to the Depositary representation letters and certificates in customary form (which request by the Company shall include forms of such representation letters and certificates).

Understandings or Arrangements. Such Purchaser The Warrant Holder is acquiring entering into this Agreement, including the Securities agreement to exchange the Series A Warrants for the New Warrant and the agreement to surrender its Series B Warrants in exchange for the Series B Warrant Payment Amount, as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Securities (this representation and warranty not limiting such Purchaserthe Warrant Holder’s right to sell the Securities pursuant to the Resale Registration Statement or otherwise any such shares of Common Stock in compliance with applicable federal and state securities laws). Such Purchaser is acquiring The Warrant Holder understands that the Securities hereunder in the ordinary course of its business. Such Purchaser understands that (i) on October 19, 2016, the Company has applied for withdrawal of the Company’s Registration Statement on Form S-1 (File No. 333-212610) initially filed with the Commission on July 20, 2016 (which registration statement has not been declared effective by the Commission), (ii) the offering of Securities to the Purchasers hereunder is not registered under the Securities Act are “restricted securities” and the Purchasers of Securities hereunder do not have the protection of Section 11 of the Securities Act, (iii) the Convertible Notes, Warrants and Underlying Shares have not been registered under the Securities Act or any applicable state securities law and are and will be “restricted securities” (as that term is defined in Rule 144(a)(3) under the Securities Act) and may not be resold unless they are registered under the Securities Act or an exemption from registration is available and (iv) such Purchaser is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling the Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of the Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaserthe Warrant Holder’s right to sell the Securities pursuant to the Resale Registration Statement or otherwise in compliance with applicable federal and state securities laws). The Purchaser Warrant Holder is acquiring entering into this Agreement, including the Securities hereunder agreement to exchange the Series A Warrants for the New Warrant and the agreement to surrender its Series B Warrants in exchange for the Series B Warrant Payment Amount, in the ordinary course of its business.